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

In accordance with RD 1066/2007, whenever a company decides to delist its shares, a takeover bid shall be launched subject to a specific regime and requirements. Any other transaction by virtue of which the shareholders of a listed company become part or full shareholders in another non-listed entity, will be subject to the same procedure.

The so-called delisting takeover bid has the following characteristics:

• the decision to undertake the delisting, the launch of the takeover bid and the setting of the takeover price shall be approved by a shareholders' meeting of the target company;
• the takeover bid must be made directly by the target company to acquire its own shares or by a third party;
• the bid must be for 100% of the securities and structured as a purchase deal, in other words, for cash consideration;
• the bid price cannot be less than: (i) the equitable price (see 4.3 above); or (ii) the price resulting from jointly taking into account and justifying the respective relevance of different valuation methods of the shares of the target company, e.g., book value, net asset value, weighted average price over the last six months, consideration offered in a preceding takeover bid and other generally accepted valuation methods, including cash flow discount, company multiples, comparable transactions and others. The determination of the price in accordance with the above must be documented in a report issued by the board of directors of the target company and usually supported by a valuation report prepared by an independent expert; and

• there are certain exceptions to the obligation to launch a delisting takeover bid, including, among others, when the conditions required to exercise a squeeze-out have been fulfilled or, in a previous bid, the intention to delist was expressed and: (i) the price in such bid was determined in accordance with delisting takeover bid criteria; (ii) the bidder has reached 75% of the voting rights of the relevant listed company as a result of such previous bid; and (iii) a purchase order is maintained for at least one month after the settlement of the preceding takeover bid at the same price as such preceding bid.