PRINT THIS PAGE New public takeover regime in the Netherlands19/10/2005. Source: Freshfields Bruckhaus Deringer.
On 31 March 2005, the Dutch government published its draft legislative proposal for the implementation of the 13th EU Company Law Directive on public takeover offers, notes Freshfields Bruckhaus Deringer. In this Proposal, the Dutch government also sets out certain measures that will significantly affect the future use of anti-takeover measures in the Netherlands. The mandatory public offer is a new concept to Dutch law. The Proposal requires a party obtaining ‘predominant control’ over a company, which is defined as holding 30 per cent or more of either the shares or voting rights of a company, to make a public offer for the outstanding shares in that company. The Proposal also states that the threshold can be even lower (but not higher) than 30 per cent if provided for in the articles of association of the company.
The Proposal does not yet set out a definition of the ‘fair price’ payable by the bidder in the mandatory public offer. The method for determining a ‘fair price’ will be set out in a separate Regulation.
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© Freshfields Bruckhaus Deringer 2005. Reposted on AltAssets with permission.
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