WHAT IS THE AIM OF THE DIRECTIVE?
Directive 2004/25/EC lays down measures to coordinate European Union (EU) Member States’ laws, regulations, administrative rules, codes of practice and other arrangements for takeover bids1.
Directive (EU) 2023/2864 amends Directive 2004/25/EC as regards the establishment and functioning of the European single access point.
KEY POINTS
- Member States’ governments must ensure compliance with the following principles.
- All holders of securities2 of an offeree company3 of the same class must be treated equally.
- They must have sufficient time and information to reach a properly informed decision on the bid.
- The board of an offeree company must act in the interests of the company as a whole.
- Behaviour that makes the securities at stake rise or fall artificially in price is not allowed.
- The offeror may only announce a bid if they have sufficient financial resources.
- An offeree company must not be hindered in its activities for longer than is reasonable.
- Member States must designate an authority, or authorities, to supervise takeover bids. They also decide which judicial or other authority should handle any disputes or irregularities in a bid.
- The offeree company determines which national supervisory authority should judge the bid if its securities are traded in more than one Member State.
- To protect minority shareholders, anyone gaining control of a company must make a bid at an equitable price at the earliest opportunity to all holders of securities.
- The equitable price is the highest price the offeror paid for the securities during a 6- to 12-month period prior to the bid. In specific circumstances, national supervisory authorities may adjust this price.
- A decision to launch a bid should be made public as soon as possible and should ensure market transparency and the integrity of offeree company securities.
- The offer document containing a bid must provide basic information such as the terms involved and the identity of the company or person launching the initiative and of persons acting together.
- National authorities determine the time allowed to accept a bid. This runs between 2 and 10 weeks.
- Before engaging in measures that could block the bid, the board of the offeree company must (subject to a Member State opt-out) obtain prior authorisation from a general shareholders’ meeting.
- Employee representatives must be informed of any takeover bid.
- National rules exist for issues such as the lapsing or revision of bids or the disclosure of the result of a planned takeover.
- Amending Directive (EU) 2023/2864 inserts an article in Directive 2004/25/EC that requires Member States, from 10 January 2030, to ensure that, when making public any regulated information, companies submit that information at the same time to the relevant collection body for the purpose of making it accessible on the European single access point, set up under Regulation (EU) 2023/2859.
FROM WHEN DO THE RULES APPLY?
Directive 2004/25/EC had to be transposed into national law by 20 May 2006.
Amending Directive (EU) 2023/2864 has to be transposed by 10 January 2026.
BACKGROUND
For further information, see:
KEY TERMS
- Takeover bid. A public offer to acquire all or part of the securities of a company.
- Securities. Transferable shares that give the owner voting rights in a company.
- Offeree company. A company subject to a bid.
MAIN DOCUMENT
European Parliament and Council Directive 2004/25/EC of 21 April 2004 on takeover bids (OJ L 142, 30.4.2004, pp. 12–23).
Successive amendments to Directive 2004/25/EC have been incorporated into the original text. This consolidated version is of documentary value only.
RELATED DOCUMENTS
Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 establishing a European single access point providing centralised access to publicly available information of relevance to financial services, capital markets and sustainability (OJ L, 2023/2859, 20.12.2023).
See consolidated version.
