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

7.1 The squeeze-out procedure

If the offeror has acquired at least 95% of the issued shares in the target company, it may initiate statutory squeeze-out proceedings. Dutch statutory law provides for two different squeeze-out procedures, a general squeeze-out procedure and a specific squeeze-out procedure following a public offer. The two proceedings are similar, but there is one distinct difference in relation to the squeeze-out price.

Under the public offer squeeze out rules, a shareholder holding at least 95% of the shares and voting rights can initiate a squeeze-out procedure in order to acquire the remaining shares. In the event that the shares are divided into separate classes of shares, the shareholder initiating the procedure can only do so if it holds 95% of the shares and voting rights in each class. The squeeze-out procedure is started by a shareholder holding at least 95% of the shares and voting rights filing a claim with the Enterprise Chamber within three months after the offer acceptance period and the post-acceptance period has passed. In the public offer squeeze-out procedure, if following the public offer the shareholder acquired at least 90% of the shares that were subject to the voluntary public offer, the offer price will be considered a fair price payable to the minority shareholders. In the general squeeze-out procedure, this is not necessarily the case.

In this context, if the squeeze-out procedure is initiated shortly after the public offer, there will be no difference between the determination of the squeeze-out price in a normal or in a public offer squeeze-out as in both cases it will be the offer price. This will apply even more when none of the minority shareholders oppose the offer price.

7.2 Alternative methods

In addition to squeeze-out proceedings, the offeror can choose between several alternative methods to ultimately gain full control over the target company. Minority shareholders that have not registered their shares under the offer can, after completion thereof, be diluted by way of asset deals, liquidation of the target company, legal mergers and restructurings. Notwithstanding the aforementioned, use of the aforementioned methods is not permitted with the sole purpose of squeezing out the remaining shareholders. There should always be a business rationale for using one of these methods, which must be properly disclosed in the offer document.