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]

7.1 Squeeze-out

If, following the takeover bid, the offeror directly or indirectly holds 90% of the share capital with voting rights, the bidder can force the other shareholders to sell their shares at the price offered in the takeover bid.

This type of squeeze-out procedure is subject to the same rules and procedures that would otherwise apply to a stand-alone squeeze-out procedure outside the framework of a voluntary or mandatory public takeover bid, with the exception of the price (provided that more than 90% of the outstanding shares not held by the offeror are acquired in the bid).

7.2 Redemption

In the same situation referred to in 7.1, the minority shareholders have a corresponding right to force redemption of their shares.

7.3 Restrictions on acquiring securities after the takeover bid period

If the offeror withdraws from a bid, the offeror or anyone acting in concert with the offeror may not launch a new bid for the target company within 12 months, unless the new offer is recommended by the board of directors of the target company; or if the offer was withdrawn after the nine-month period due to the failure to obtain the required regulatory approvals and a new offer is made within four weeks after approval of the required regulatory approvals.