Squeeze-out of Minority Shareholders after Completion of the Takeover
7. Squeeze-out of Minority Shareholders after Completion of the Takeover

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

Where a takeover offer is made and 90% of a particular class of the target's shareholders accept the offer:

  • the bidder can compel the non-accepting shareholders in that class to also sell their shares ("Squeeze Out"); and
  • a non-accepting shareholder in that class may demand that the bidder acquire its shares.

A court may, in certain circumstances, allow such a Squeeze-Out despite the fact that less than 90% of shareholders of a particular class have accepted the offer.

A non-accepting shareholder can apply to court, within 30 business days of the posting of the Squeeze Out notice, for an order to prohibit the compulsory sale or to make it subject to certain conditions.

Where a scheme of arrangement is proposed, once the scheme of arrangement has been approved by special resolution (75% vote), all the shares (including the shares of those shareholders who voted against the scheme at the scheme meeting) can be acquired by the bidder.