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<blockquote data-quote="Will Jones" data-source="post: 30121" data-attributes="member: 6096">Sorry Ricky but that's not quite right (or we may be talking cross purposes!)Private Company SaleIf company A is buying company B from company C then the following occurs:(1) Company A board minutes to approve the purchase(2) Company B board minutes to agree to register Company A as the new holder of shares in Company B (plus any miscellaneous items like director apptments / resignations)(3) Company C board minutes to approve the saleYou only need shareholder general meeting minutes for items prescribed by the CA 2006. The target company (B) has no say in whether it's sold or not - that's up to Company C (and in turn by the board of directors of Company C).Public Company SaleThis is essentially the same structure the above, except that the individual public shareholders are the equivalent of Company C (not B). You are right that these shareholders need to agree to sell their shares and this is indeed by a vote at a general meeting of the shareholders. Whether or not the board of directors of B recommends the sale will determine if the deal is recommended or hostile. (EDIT: and you only need to worry about recommended / hostile deals if the target (B) is publicly traded. There is no such thing as a &quot;hostile&quot; private sale.) Deals with public elements may also require shareholder approval per the Listing Rules/Takeover Code but these are less common.The general point remains that in a private M&amp;A sale there is no shareholder approval required.Hope this helps!</blockquote>

[QUOTE="Will Jones, post: 30121, member: 6096"] Sorry Ricky but that's not quite right (or we may be talking cross purposes!) [U]Private Company Sale [/U] If company A is buying company B from company C then the following occurs: (1) Company A board minutes to approve the purchase (2) Company B [B]board[/B] minutes to agree to register Company A as the new holder of shares in Company B (plus any miscellaneous items like director apptments / resignations) (3) Company C board minutes to approve the sale You only need shareholder general meeting minutes for items prescribed by the CA 2006. The target company (B) has no say in whether it's sold or not - that's up to Company C (and in turn by the board of directors of Company C). [U]Public Company Sale [/U] This is essentially the same structure the above, except that the individual public shareholders are the equivalent of Company C (not B). You are right that these shareholders need to agree to sell their shares and this is indeed by a vote at a general meeting of the shareholders. Whether or not the board of directors of B recommends the sale will determine if the deal is recommended or hostile. (EDIT: and you only need to worry about recommended / hostile deals if the target (B) is publicly traded. There is no such thing as a "hostile" private sale.) Deals with public elements may also require shareholder approval per the Listing Rules/Takeover Code but these are less common. The general point remains that in a private M&A sale there is no shareholder approval required. Hope this helps! [/QUOTE]

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