Voluntary takeover bids and squeeze-outs

The Judgment of the Court of Justice of the European Union (Fifth Chamber) of 13 May 2026 (Korfin and Sempiola v Slovnaft, Case C-225/25) clarifies the concept of a takeover bid for the purposes of Article 2 of the 2004 Takeover Bids Directive, such that an offer made to the holders of securities of a company with a view to acquiring all or some of those securities does not fall within the concept of a takeover bid where it is made by an offeror who already controls the offeree company. Consequently, based on that court’s interpretation of the Directive’s provisions, there is no right of squeeze-out in such voluntary takeover bids.

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