Common use of Squeeze Out Clause in Contracts

Squeeze Out. Pursuant to Article 513 of the Belgian Company Code, a person or entity, or different persons or entities acting alone or in concert, who, together with the relevant company, own 95 per cent. of the voting securities in a public company, can acquire the totality of the securities conferring (potential) voting rights in that company following a squeeze-out offer. The shares that are not voluntarily tendered in response to such offer are deemed to be automatically transferred to the bidder at the end of the procedure. The consideration for the securities must be in cash and must represent the fair value as to safeguard the interests of the transferring shareholders and is, for these purposes, verified by an independent expert. A squeeze-out offer is also possible upon completion of a public takeover, provided that the bidder holds 95 per cent. of the voting securities and, in case of a voluntary takeover bid, that the bidder has acquired 90 per cent. of the voting securities to which the offer relates. The bidder may require that all remaining shareholders sell their securities to the bidder at the offer price of the takeover bid. Shares that are not voluntarily tendered in response to such offer are deemed to be automatically transferred to the bidder at the end of the procedure. The bidder is required to reopen the public takeover offer within three months following expiration of the offer period. The 95 per cent. ownership would be contrary to the free float requirement discussed in "Public takeover bids" above and the de-listing which would follow a squeeze-out is contrary to the requirement for a RREC such as the Issuer to have its shares admitted to trading on a Belgian regulated market. This could result in the termination of the Issuer's RREC status.