BELGIUM Law and Practice Contributed by: Steven De Schrijver, Allegiance Law
Belgium. It is important to note, however, that shareholders retain the ability to withdraw such commitments at any point in time. 6.13 Securities Regulator’s or Stock Exchange Process In Belgium, before initiating a takeover bid, the bidder must inform the FSMA, which reviews compliance with takeover rules. Once pub- licly announced, the bid cannot be withdrawn, except in specific circumstances. The FSMA provides the target company’s board with the bidder’s prospectus – a process taking four to six weeks, or potentially longer with antitrust or market controversies. The target’s board has five days to flag issues in the draft. After FSMA approval of the prospectus, the board submits a response memorandum within five days, subject to FSMA review. In friendly bids, this may coincide with prospectus review. The acceptance period begins five business days after the FSMA approves the prospectus or immediately after response memorandum approval (if earlier). Counter-bids and higher bids must be FSMA-announced at least two days before the last bid’s acceptance period expires. This framework ensures transparency and regu- latory oversight in Belgian takeover processes. 6.14 Timing of the Takeover Offer The takeover process spans approximately ten to 12 weeks, commencing with the preparatory stage ahead of the first approach and conclud- ing with the settlement – subject to regulatory approvals and specific timelines for each step. Regulatory approvals, including competition clearance, play a crucial role in the takeover process. In Belgium, these approvals are sought after the public bid announcement. The com- petition clearance process involves a simplified
or standard procedure, with timelines ranging from 15 to 60 business days, depending on the complexity. Serious concerns may trigger an in- depth investigation (Phase II). Notably, transac- tions cannot be closed until merger clearance is granted, which makes regulatory approval a prerequisite for the completion of the bid. The ability to extend the takeover offer period hinges on regulatory approvals – notably, com- petition clearance. If approvals are not obtained before the offer period expires, parties may consider an extension. The terms for extension align with the regulatory framework. The process involves a simplified or standard procedure, with the Belgian Competition Authority aiming to approve the transaction within specified time- lines. Until competition clearance is secured, transactions cannot be finalised, making bids conditional on obtaining regulatory approval. Beyond adhering to general commercial and corporate law and overarching regulations such as the GDPR, technology companies may need specialised permits and approvals, particularly in highly regulated sectors such as financial ser- vices, gambling and telecommunications. Financial Services Financial services generally require a licence if offered in Belgium (either directly or on a cross- border basis). These licences depend on the type of service offered – for example, banking services, investment services, payment servic- es, electronic money issuance, and credit ser- vices. Whether the provision and marketing of 7. Overview of Regulatory Requirements 7.1 Regulations Applicable to a Technology Company
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