SLOVAKIA Law and Practice Contributed by: Lukáš Michálik, Peter Makýš and Šimon Hora, Ments s.r.o.
Consideration for shares acquired by way of squeeze-out may take the form of cash, shares, or a combination of both. The law provides for several methods of determining the price of shares, but value is generally assessed by an expert. It is also important to note that, during the squeeze-out process, the funds intended for repayment of minority shareholders are depos- ited in a bank, central depository or securities dealer. 6.9 Requirement to Have Certain Funds/ Financing to Launch a Takeover Offer In the case of a standard takeover bid, the offer- or is obliged to include directly in the offer details the sources and methods of financing of the bid and the details of any anticipated indebtedness on its part. In the case of a squeeze-out, legal regulations are even stricter. During the squeeze- out process, the funds intended for repayment of minority shareholders must be deposited in a bank, central depository or with a securities dealer. 6.10 Types of Deal Protection Measures Within the Slovak market there are no standard protective measures. The most common meas- ure is the right to withdraw from the takeover offer after its acceptance. However, withdrawal can only be made during the offer period. There are no other standard provisions. It is possible to come to agreements on certain measures, though uncommon. 6.11 Additional Governance Rights Slovak law does not explicitly cover any spe- cial governance rights which, in the event of the impossibility to acquire 100% of the company, belong to the bidder. Relationships then there- fore come under traditional corporate govern- ance rules and the establishment of the content of internal corporate documents of the target
company on the responsibilities of the supervi- sory board and the BoD by nominees put forth by the bidder. 6.12 Irrevocable Commitments It is relatively common for principal and other shareholders to enter into certain agreements and obligations, each of which are considered standard contractual relationships. However, the Slovak Securities Act provides that, if the principal shareholder, acting alone or in concert, acquires more than 33% of the shares of the target, it is expressly obliged to make an offer to take over the entire company. In the event of a rival offer which may propose better terms, the target’s shareholders can decide which offer they will accept. Sharehold- ers who have accepted the original offer may, until the expiry of the validity period of the origi- nal offer, revoke their acceptance of the original offer and withdraw from the contract concluded on the basis of the offer without penalty. 6.13 Securities Regulator’s or Stock Exchange Process The regulator – the National Bank of Slovakia – is significantly involved in the takeover bid process. It accepts takeover offers submitted, evaluates these and checks that they meet legal requirements (they can be returned within five business days for further completion if any errors have occurred, with the deadline for correcting an offer being a maximum of 15 business days). It approves the offer before their delivery to the target companies, and then selects the expert who will determine the value of appropriate con- sideration. 6.14 Timing of the Takeover Offer The National Bank of Slovakia is the securities market regulator, and assesses the takeover bid
337 CHAMBERS.COM
Powered by FlippingBook