Changes to the Dutch Takeover Rules

The Dutch Takeover Rules have changed by, among other things, introducing the “Put up or shut up” rule. Under this rule, a target company may request the Netherlands Authority for the financial markets (AFM) to order a potential offeror which has publicly disclosed information about its interest in the target company to announce that it either will make an offer or not. The AFM will award such request if the target company suffers adverse consequences from the uncertainty whether or not an offer will be made. Other main changes are:

  • “Irrevocable undertaking” – Parties to an irrevocable undertaking containing voting arrangements will – provided certain conditions are met – be exempt from making a mandatory offer if the 30% threshold is met.
  • Increase of the offer price – The limitation that the offer price may only be raised once has been abolished. An offeror may now raise the offer price multiple times.
  • Disclosure of stake-building – In the period between the announcement of the offer and the actual offer, the offeror will now have to publicly disclose all transactions carried out in the securities of the target company, regardless whether these transactions are executed on the market or over-the-counter. Further, during the entire offer process, all transactions in securities of the target company by the offeror and the target company must be publicly disclosed.
  • Minimum acceptance period – The minimum acceptance period for voluntary offers has been extended from four to eight weeks to align it to the convocation period for general meetings of shareholders of Dutch listed companies.
Download entire issue (as pdf)