SLOVAKIA Law and Practice Contributed by: Lukáš Michálik, Peter Makýš and Šimon Hora, Ments s.r.o.
6.8 Squeeze-Out Mechanisms A shareholder may exercise a squeeze-out if it is the holder of shares whose aggregate nomi- nal value represents at least 95% of the target company’s registered capital to which voting rights are attached and to which at least 95% of the voting rights in the target company are also attached. If the above threshold is met, the subsequent squeeze-out procedures and conditions are as follows. • The offerer/acquirer must inform the National Bank of Slovakia and the company’s BoD of its intention to exercise a squeeze-out. • The acquirer must obtain the consent of the National Bank of Slovakia for the squeeze- out. • The acquirer must request that the target company’s BoD convene a general meeting which must be held within 30 days. • If at least 95% of the target company’s votes are in favour of the squeeze-out, approval is granted. • The company’s BoD will then submit a proposal for inclusion of the approval of the transaction in the commercial register no later than 30 days after the adoption of the deci- sion of the general meeting. • The offeror is obliged to notify all remaining shareholders of the company and all creditors no later than ten days after the adoption of the decision of the general meeting. • The shares of the target company will be transferred to the offeror after 30 days from the entry of the decision to approve the squeeze-out in the commercial register. This legal fact is subsequently registered in the Central Securities Depository.
months preceding the filing of the business combination agreement in the register of deeds. 6.5 Common Conditions for a Takeover Offer/Tender Offer The Slovak Securities Act precisely sets out the conditions and formalities of an offer to take over the shares of a publicly traded company, but they are quite formal. As the stock market (and thus takeover offers) is not very active, there is no satisfactory precedent for regulatory restric- tions. 6.6 Deal Documentation In the Slovak jurisdiction it is common that a specific transaction agreement be concluded in connection with a takeover offer. The Slovak Securities Act expressly provides that a takeo- ver bid is formally, from the point of view of the law, considered to be a public proposal for the conclusion of an agreement. However, due to low Slovak stock exchange activity, there is no established precedent that would standardise the terms and conditions of such an agreement. 6.7 Minimum Acceptance Conditions Several factors and conditions play a role in the acceptance of a takeover offer. In the case of a takeover bid that was conditional upon the acquisition of a certain minimum number of shares, whether this condition was met and the necessary number of shares was acquired there- fore needs to be established. Compliance with time limits laid down must also be adhered to. Offer-validity times to be respect- ed are a minimum of 30 days and a maximum of 70 days, and any announcement of the conclu- sion of a share-purchase agreement/agreement on exchange of shares for other securities may be made only after the expiry of these periods.
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