[Last updated: 1 January 2025, unless otherwise noted]
7.1 Squeeze-out
If a shareholder in a public (listed) company (together with the persons with whom the shareholder acts in concert) holds 95% of the total number of votes in the company (as a result of a takeover bid or otherwise), they can force all other shareholders to transfer their shares to the majority shareholder at the price established in accordance with the rules applicable to establishing a minimum price in the takeover bid (see 4 above) and, if such majority shareholder reached the 95% threshold as a result of a takeover bid, the price should not be lower than the price offered in that takeover bid and general provisions (separate determination of the price based on rules applicable to takeover bids) do not apply. The squeeze-out may start within three months of reaching the 95% threshold which, in the case of a takeover bid, means three months from the closing of the takeover bid. The acquisition of shares as a result of a squeeze-out takes place without the consent of the shareholder to whom the squeeze-out is addressed.
7.2 Sell-out
If a shareholder in a public (listed) company (together with the persons with whom the shareholder acts in concert) holds 95% of the total number of votes in the company (as a result of a takeover bid or otherwise), each shareholder of that company has the right to demand that the majority shareholder buys out the shares held by the minority shareholder at the price established in accordance with the rules applicable to establishing a minimum price in the takeover bid (see 4 above) or, if such majority shareholder reaches the 95% threshold as a result of a takeover bid, the price should not be lower than the price offered in that takeover bid and general provisions (separate determination of the price based on rules applicable to takeover bids) do not apply. The sell-out request may be filed within three months after reaching the 95% threshold, which, in the case of a takeover bid, means three months from the closing of the takeover bid.