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New rules to force acquiring companies to keep their promises

LONDON (AP) — A British regulator yesterday proposed new rules to strengthen the position of companies targeted for takeover by requiring buyers to keep their promises and be more open about their bids.

The panel decided, however, to reject proposals to raise the level of shareholder approval needed beyond the current 50 percent plus one. No timetable was set for making amendments, but the panel said it would be publishing more detailed proposals.

"It is clear that some rebalancing of the rules is needed to check the evolution of market practice which has run in favor of the offeror," said Lindsay Tomlinson, chairman of the Takeover Code Committee.

The review followed the takeover of British candy and gum company Cadbury by US food conglomerate Kraft Inc. Kraft drew harsh criticism for quickly deciding to close a factory in southwestern England which it had promised to keep open before clinching the deal.

"The Code should be amended to make clear that, except with the consent of the panel, statements in offer documents regarding an offeror's intentions in relation to the offeree company and, in particular, the offeree company's employees, locations of business and fixed assets — or the absence of any such plans — will be expected to hold true for a period of at least one year," the panel said.

The proposals would also give a company just four weeks after an approach is announced to say whether it intends to make a firm offer, or walk away.

Currently, the panel said, it costs a predator little to announce the possibility of an offer, though the announcement restrains the target from taking any action to counteract a bid.

The panel also proposed to require disclosure of any fees paid related to an offer, including success fees paid to advisers.

Business Secretary Vince Cable said the government would continue a review of "wider questions around corporate governance and short-termism", which the Takeover Panel said were not its concern.