[Last updated: 1 January 2024, unless otherwise noted]

7.1 Squeeze-out

A person holding 95% of the voting securities of a company can force all of the other holders of voting securities (and securities conferring the right to voting securities) to tender their securities by means of a squeeze-out bid.

A squeeze-out bid can either be made on a stand-alone basis by any person that already holds 95% of the voting securities, or as part of a (voluntary or mandatory) public takeover bid by a bidder who is able to acquire 95% of the outstanding voting securities via the public takeover bid.

The squeeze-out that is conducted in the context of a public takeover bid is subject to the conditions that: (i) following the takeover bid (or its reopening) the bidder (alone or in concert with others) holds 95% of the share capital with voting rights and 95% of the voting securities; and (ii) the bidder acquired, via the acceptance of the takeover bid, securities representing at least 90% of the share capital with voting rights to which the takeover bid applied. The latter 90% condition does not apply in the event the bidder acquired the 95% following a mandatory public takeover bid. If the conditions for the squeeze-out are satisfied, the takeover bid will be reopened at the same price for at least 15 business days, commencing within three months following the expiry of the acceptance period of the bid. The securities that are not tendered to the bidder at the expiry of the reopened bid are deemed automatically acquired by the bidder.

The process for a stand-alone squeeze-out bid is similar to that of a public takeover bid, but requires that an independent expert issues a separate opinion on the fairness of the price offered. The offered consideration can only consist of cash.

7.2 Sell-out

In the circumstances that a bidder is permitted to carry out a summarized squeeze-out bid (see 7.1), the securities holders that did not accept the takeover bid have the right to demand that the bidder acquires their voting securities and other securities conferring the right to voting securities on the same terms as the takeover bid. This right can be exercised by means of a registered letter with confirmation of receipt to the bidder (or the intermediary appointed by the bidder for this purpose) within a period of three months following the expiry of the acceptance period of the bid.

7.3 Restrictions on acquiring securities after the takeover bid period

During a period of one year as of the end of the takeover bid period, the bidder and the persons acting in concert with the bidder cannot directly or indirectly acquire any securities to which the takeover bid applied on terms that are more favorable for the transferees than the terms and conditions that applied to the takeover bid, unless the price difference is paid to all security holders that tendered their securities to the bidder.