Het mannetje van de radio schreef op 6 oktober 2024 13:21:
Ik heb bijgevoegde statuten van AMG NV laten analyseren (door de betaalde versie van ChatGPT) op de eventuele aanwezigheid van beschermingsconstructies. Onderstaande antwoord is natuurlijk geen 100% waterdicht verhaal, maar geeft wel goede inzichten:
Based on the provided "Articles of Association" document for AMG Critical Materials N.V., the following potential anti-takeover measures can be observed:
Issuance of Preference Shares (Article 4.1): The company's authorized share capital includes both ordinary shares and cumulative preference shares. The issuance of preference shares can be used as an anti-takeover mechanism by creating a new class of shares that can dilute the voting power of existing shareholders, making it harder for a hostile takeover to succeed.
Limitation or Exclusion of Pre-emptive Rights (Article 6.5): The board, under certain conditions and with approval from the supervisory board, can limit or exclude pre-emptive rights. This power allows the company to issue shares to third parties without offering them first to existing shareholders, potentially diluting the voting power of any party attempting a takeover.
Acquisition of Own Shares (Article 8.1): The company may acquire its own shares, subject to authorization by the general meeting. This can be a tool for defending against a hostile takeover by reducing the number of shares available for acquisition by a potential hostile party.
Approval of the Supervisory Board for Significant Transactions (Article 15.3): Major transactions, including mergers, acquisitions, or changes in the company’s capital structure, require the approval of the supervisory board. This adds another layer of control, making it harder for an external party to push through significant changes without the board's consent.
Protective Mechanism in Transfer of Preference Shares (Article 13.4–13.7): The transfer of preference shares requires the approval of the supervisory board. If approval is refused, the supervisory board has the right to designate alternative purchasers, making it difficult for an outsider to acquire control through buying preference shares without board approval.
These articles suggest that AMG Critical Materials N.V. has mechanisms in place that could serve as protective measures against hostile takeovers, primarily through the strategic issuance of preference shares, the limitation of pre-emptive rights, and the requirement of supervisory board approvals for significant transactions or share transfers.