[Last updated: 1 January 2025, unless otherwise noted]

2.1 Main legal framework

The main rules and principles of Belgian law relating to public takeover bids can be found in:

• the Belgian Act of 1 April 2007, on public takeover bids;
• the Belgian Royal Decree of 27 April 2007, on public takeover bids;
• the Belgian Royal Decree of 27 April 2007, on public squeeze- out bids; and
• the Belgian Companies and Associations Code of 23 March 2019 (as amended from time to time).

The main body of the Belgian takeover legislation is based on Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids ("EU Takeover Directive"). This directive was aimed at harmonizing the rules on public takeover bids of the different Member States of the European Economic Area (EEA). Be that as it may, the EU Takeover Directive still allows Member States to take different approaches in connection with some important features of a public takeover bid (such as the percentage of shares that, upon acquisition, triggers a mandatory public takeover bid for the remaining shares of the target company, and the powers of the board of directors). Accordingly, there are still relevant differences in the national rules of the respective Member States of the EEA regarding public takeover bids.

2.2 Other rules and principles

In addition to the aforementioned rules, there are a number of additional rules and principles that are to be taken into account when preparing or conducting a public takeover bid, such as:

• the rules relating to the disclosure of significant shareholdings in listed companies. These rules are based on Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2014, on the harmonization of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (as amended from time to time) and related EU legislation. For further information, see also 3.5;
• the rules relating to insider dealing and market manipulation (the so-called 'market abuse rules'). These rules are based on Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014, on market abuse, as amended from time to time ("EU Market Abuse Regulation"), and related EU legislation. For further information, see also 6.2;
• the rules relating to the public offering of securities and the admission to trading of these securities on a regulated market. These rules are primarily set out in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended from time to time;
• the general rules on the supervision and control over the financial markets; and
• the rules and regulations regarding merger control (these rules and regulations are not further discussed herein).

2.3 Scope of the Belgian takeover rules

The Belgian takeover bid rules apply in the first instance to public takeover bids with respect to Belgian companies listed on a Belgian securities market. The main securities markets in Belgium are the markets organized by Euronext, consisting notably of the regulated market of Euronext Brussels and a few multi-lateral trading facilities that are not regulated markets, such as Euronext Growth  (the former Alternext) and Euronext Access (the former Free Market).

The Belgian takeover bid rules also apply in whole or in part to public takeover bids for Belgian issuers listed elsewhere in or outside of the EEA, public takeover bids for foreign issuers listed in Belgium and public takeover bids for foreign issuers that are not listed in Belgium but which qualify as a public takeover bid in Belgium because of the number of security holders that are solicited (or deemed to be solicited) in Belgium. The Belgian takeover bid rules contain specific criteria and conflicts of law rules to determine the applicable law and procedure for public takeover bids with cross-border aspects, such as takeover bids for foreign issuers listed in Belgium and takeover bids for Belgian companies with one or more listings outside of Belgium. These rules are based on the EU Takeover Directive.

Conceptually, the Belgian public takeover bid rules also apply to tender offers for bonds and other debt instruments, as well as self-tender offers by issuers that wish to acquire their own shares.

The remainder of this chapter deals with public takeover bids for Belgian companies listed on the regulated market of Euronext Brussels, which is the most common type of public takeover bid.

2.4 Supervision and enforcement by the FSMA

Public takeover bids are subject to the supervision and control of the Belgian Financial Services and Markets Authority ("FSMA"). The FSMA is the principal securities regulator in Belgium.

The FSMA has a number of legal tools that it can use to supervise and enforce compliance with the Belgian public takeover bid rules, including administrative fines. In addition, criminal penalties may be imposed by the courts in cases of non-compliance.

The FSMA also has the power to grant (in certain cases) exemptions from the rules that would otherwise apply to a public takeover bid in Belgium.

2.5 General principles

The following general principles apply to public takeovers in Belgium. These rules are based on the EU Takeover Directive:

• all holders of the securities of a target company of the same class must be afforded equivalent treatment. Moreover, if a person acquires control of a company, the other holders of securities must be protected;
• the holders of the securities of a target company must have sufficient time and information to enable them to reach a properly informed decision on the bid; the board of the target company must give its views on the effects of implementation of the bid on employment, conditions of employment and the locations of the company’s places of business;
• the board of a target company must act in the interests of the company as a whole;
• false markets must not be created in the securities of the target company, of the bidder company or of any other company concerned by the bid in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted;
• a bidder must announce a bid only after ensuring that they can fulfill in full any cash consideration, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration; and
• a target company must not be hindered in the conduct of its affairs for longer than is reasonable by a bid for its securities.

2.6 Foreign investments

Belgium has a foreign investment screening procedure targeted at purchasers which are not EU-based or which do not have an EU-based ultimate beneficial owner. If such a purchaser is involved in a transaction whereby

• control or voting rights in excess of 25% (or even 10% in some specific cases) are acquired over the target group, and
• the activities of the target group touch upon or relate to certain (broadly described) sensitive activities or assets including (i) the critical infrastructure space, (ii) critical technologies, (iii) supply of "critical inputs" (such as energy, raw materials and even food security), (iv) access to sensitive information, personal information and the ability to control such information, (v) private security, (vi) the freedom and pluralism of the media, and (vii) technologies of strategic importance in biotech,

then the acquisition will need to be notified to the Belgian Interfederal Screening Commission (“ISC”) and will require clearance prior to being completed.

As from the day that the file is deemed complete by the ISC, a 30-day verification phase (Phase I) will start. During this verification phase, the relevant members of the ISC will review the main characteristics of transaction and the purchaser and whether the transaction can have a potential impact on public order, security, or the strategic interests of the relevant regions or communities. The 30-calendar day timeline can be extended and suspended for a number of reasons. If no formal decision is taken at the end of the 30 calendar day period (as extended, as the case may be), the transaction is deemed to be approved. If one of the competent members would identify specific circumstances that can give rise to a potential impact on public order, security or strategic interests, the ISC will proceed to the actual screening phase (Phase II). If a Phase II investigation is opened, the ISC has 28 calendar days to complete the investigation and notify the investor of the outcome thereof. Please note however that also in Phase II, the term can be extended and suspended for a variety of reasons. The outcome of a Phase II investigation is either an approval, a conditional approval or a negative decision which prohibits the transaction from completing. 

2.7 Proposed reforms

The FSMA issues from time to time practical guidance and regulations as to how the Belgian takeover bid rules should be interpreted and applied. At the date of this publication, no fundamental reforms to Belgian takeover rules are envisaged.