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

7.1 In general

If, following the takeover bid, the bidder (together with the persons acting in concert) does not hold 100% of the target company, there are several options available in order to achieve full control over the target company. These options depend on the stake in the target company that the bidder was able to acquire.

7.2 Ordinary squeeze-out

If the bidder has acquired a shareholding of more than 98% of the voting rights in the target, it may, within three months after the end of the additional offer period, initiate court proceedings to cancel the equity securities held by the remaining public shareholders. In the course of the proceeding, the shares of the minority shareholders are cancelled and reissued to the bidder against payment of the offer price or fulfilment of the exchange offer in favor of the minority shareholders whose shares are cancelled. The offer price is not re-evaluated. The cancellation proceedings can be finalized within 4-12 months after they have been initiated.

There is a risk that a delisting of the target company before the end of the ordinary squeeze-out bars the bidder from claiming the squeeze-out. Therefore, bidders usually delay the delisting until the end of the squeeze-out.

7.3 Squeeze-out merger

If the bidder has acquired at least 90% of the voting rights in the target company, it may conduct a squeeze-out merger in which the target company is either merged into the bidder or one of its affiliates. When determining the cash payment to the minority shareholders, the bidder has to observe the best price rule if the merger contract is entered into within six months after the end of the additional offer period. Therefore, a squeeze-out merger will, in practice, rarely take place before the end of this six-month period. Furthermore, the fairness of the cash payment to be made following the squeeze-out merger is subject to court review if such a review is requested by a minority shareholder. The delisting process with regard to the target company can be initiated in parallel to the squeeze-out preparations, and a delisting can take place concurrently with the completion of the merger.

7.4 Asset deal

In case the bidder acquired more than 66 ⅔% of the voting rights in the target, it may convene an extraordinary shareholders' meeting of the target and resolve on an asset deal which leads to the liquidation of the target. It is crucial to review the potential tax consequences of an asset deal in detail. While it is likely that the transaction can be structured in a tax efficient way from the perspective of the bidder, this will not necessarily be possible for the remaining minority shareholders.