Key takeaways:

• In response to the public and media debate concerning certain statements made by Pfizer Inc during its possible offer approach to AstraZeneca plc, the UK Takeover Panel has proposed certain changes to the Takeover Code. The changes would distinguish between, and regulate separately, post-offer undertakings and post-offer intention statements.
• Post-offer undertakings are statements made by parties to an offer relating to any particular course of action they commit to take, or not take, after the end of the offer period. Post-offer intention statements are statements relating to any particular course of action the parties intend to take, or not take, after the end of the offer period.
• A party to an offer would have to (i) consult with the Panel in advance of making any post-offer undertaking, (ii) comply with the provisions of such undertakings (unless a qualification or condition set out in the undertaking applies) and (iii) submit written reports to the Panel on the status of such undertakings. In addition, the Panel would be able to appoint an independent supervisor (at the expense of such party) to monitor compliance with the undertakings. Any post-offer intentions statements made by a party to an offer would have to be an accurate statement of that party’s intentions at the time of making the statement and made on reasonable grounds.