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

The SMA and RD 1066/2007 establish regulations governing the squeeze- out/sell-out regime set forth in the Takeover Directive whenever, as a result of a takeover:

• the bidder holds at least 90% of the voting rights in the target company's share capital; and
• the bid has been accepted by at least 90% of the shareholders with voting rights to which it was addressed.

In such cases:

• the bidder is entitled to a squeeze-out right whereby the remaining shareholders shall sell their shares to such bidder at an equitable price; and
• the shareholders of the target company are entitled to a sell- out right whereby they can make the bidder purchase their shares at an equitable price.

The maximum squeeze-out or sell-out term is three months as of the expiry of the acceptance period, and the intention of the bidder to exercise its right must be specified in the offer document. The equitable price shall be deemed to be the previous takeover bid consideration.