06 June 2001

Conciliation Committee reached agreement on Takeover Bids Directive

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The two key issues, namely defensive measures against hostile takeover bids and the question of workers’ rights to information, were settled on the basis of compromise proposals.
Defensive measures will be able to take against a hostile bid. The compromise introduces a new Article 15 into the directive, allowing member states four years to transpose the directive into national law (by the end of 2005) with the possibility of a further one-year postponement (a 'freeze') for implementing Article 9 (i.e. until the end of 2006).
The commission undertook to look more closely at three important questions:

defining the 'equitable price' that must be offered in the case of a mandatory bid,

the right of the majority shareholder in a company to acquire the shares of minority shareholders ('squeezing out') and

the equal treatment of shareholders in all member states (a 'level playing field').
It will do this by setting up a Group of Company Law Experts which will deliver an opinion by March 2002 on the three issues, including their bearing on Article 9 of the takeover directive.

With regards to workers’ rights to information, agreement was reached that the workers of an offeree company will have sufficient information, in appropriate time, on the terms of the bid, including its likely impact on jobs.

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