Put up or shut up
M&A / Merger ModelThe UK rule forcing a named potential bidder to announce a firm offer or walk away within 28 days.
Also written: PUSU
Once a possible offeror is publicly named, the UK Takeover Panel imposes a deadline, normally 28 days, by which it must either announce a firm intention to make an offer or announce that it does not intend to bid.
It exists to stop a company being held under siege indefinitely. A prolonged period of speculation is destabilising for employees, customers and the share price, and gives a potential bidder the benefits of pressure without the commitment of an offer.
Announcing no intention to bid carries a real cost: the party is generally restricted from bidding again for six months, so the deadline is a genuine decision point rather than a formality.
The target board can consent to extensions, and frequently does where talks are progressing, so in practice it functions as a mechanism that keeps a process moving rather than a hard stop.
Worked example
A possible offeror is named publicly on 1 March. The Panel sets a deadline of 29 March.
By that date it must announce a firm intention to bid or that it does not intend to. Announcing no intention normally bars it from bidding again for six months.
In practice the target board frequently consents to extensions where talks are progressing, so it functions as a mechanism keeping a process moving rather than a hard stop.