Corporate Squeeze-out and Valuation Methodology

CORPORATE FINANCE
CORPORATE
SQUEEZE-OUT
AND VALUATION
METHODOLOGY
INNOVATION ON THE
LUXEMBOURG FINANCIAL
MARKET LEVERAGING EUROPEAN
CORPORATE FINANCE EXPERTISE
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CONTENT
Welcome. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The new legislation on squeeze-out and sell-out of .
securities in Luxembourg. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
European squeeze-out regulations compared: the cases of Luxembourg, .
Germany, France, and Belgium. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Valuation methodology for squeeze-outs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
About BDO: Corporate Finance advisory services . . . . . . . . . . . . . . . . . . . . . . . 13
Contact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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CORPORATE SQUEEZE-OUT AND VALUATION METHODOLOGY
1
WELCOME
‘Corporate Squeeze-out and Valuation Methodology’ provides insights
into the new Luxembourg Squeeze-out/Sell-out Law (Law of July 21, 2012)
on the mandatory squeeze-out and sell-out of securities of companies currently admitted or previously admitted to trading on a regulated market
or that had been subject to a public offering. The new Act came into force
on October 1, 2012 and requires that any shareholder becoming or ceasing
to be a 95 per cent majority shareholder has to notify the CSSF (Commission de Surveillance du Secteur Financier), the Luxembourg regulator, as
well as the company concerned. The new Act sets out specific squeeze-out
rights for the majority shareholder as well as sell-out rights for the minority shareholders.
The financial market has awaited this new Luxembourg legislation, with a
number of companies looking forward to utilising the Act in order to pursue a restructuring of their ownership structure. For a total of nine companies, the CSSF as well as the relevant company were validly notified in the
first six months since October 1, 2012 that a shareholder either held the
95 per cent majority as at this date or had acquired the 95 per cent majority shareholding since this date. The very first company to receive the
shareholder’s notification under the new Act was Banque Internationale à
Luxembourg S.A. (BIL), the Grand Duchy’s oldest bank and a major player
in the Luxembourg financial sector (formerly owned by Dexia Group and
the then second largest bank by total assets in Luxembourg).
Another example is ArcelorMittal Luxembourg S.A., the global steel and
mining company, that was informed by its majority shareholder that a notice under the new Act was submitted to the CSSF in November 2012.
The financial market expects further majority shareholders, following their
expected acquisition of additional shares, to notify the CSSF about their
95 per cent majority shareholding.
The new Luxembourg Act potentially impacts a wider circle of corporates
and financial services providers throughout Europe and will help to enable
some corporate and financial restructurings. However, majority shareholders seeking to apply this new squeeze-out regulation have to be aware
that there is little experience in the market and some detailed questions
on the application of the new law are currently still being solved.
In such a dynamic legislative environment in Luxembourg, BDO is advising a significant share of the squeeze-outs under the new Act so far. As
of today, no other professional accounting firm can rely on our level of
experience in relation to Valuation Reports under Article 4(5) of the new
Act. Our valuation methodology is also based on our extensive European
Corporate Finance experience not only in Luxembourg, but also, inter alia,
in Germany, France, and Belgium - the neighboring countries with a long
economic/legal tradition, which the Grand Duchy historically benefits
from.
We hope that you will find ‘Corporate Squeeze-out and Valuation Methodology’ interesting. Please do not hesitate to contact us, if you have any
comments or questions, or would like to discuss the issues in more detail.
THE BDO CORPORATE FINANCE TEAM
A key contact list is presented at the end of this document.
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CORPORATE SQUEEZE-OUT AND VALUATION METHODOLOGY
THE NEW LEGISLATION ON SQUEEZE-OUT AND SELL-OUT OF
SECURITIES IN LUXEMBOURG
In the European Union (EU), the “Takeover Directive” (Directive 2004/25/
EC of the European Parliament and of the Council of April 21, 2004) was
introduced in 2004 to set a standard for squeeze-outs and sell-outs.
The Takeover Directive was first authorised in Luxembourg by the Act of
May 19, 2006 (the “Takeover Act”), which implemented a specific Luxembourg law on takeover bids. However, such procedures were limited to
public takeover bids, i.e. a squeeze-out of minority shareholders following
a public takeover (takeover squeeze-outs). This limitation in scope was finally addressed by the new Luxembourg
THE NEW SQUEEZE-OUT/
Squeeze-out/Sell-out Law (Law of
SELL-OUT ACT FILLS IN A
July 21, 2012 on mandatory squeezePRE-EXISTING GAP IN LUXout and sell-out of securities of comEMBOURG LEGISLATION
panies currently admitted or previously
admitted to trading on a regulated market or having been offered to the public), which introduced procedures for
corporate squeeze-outs.
Scope (Article 2)
Under the new Act for corporate squeeze-outs, it is now possible for a company having its registered office in Luxembourg to exercise a squeeze-out
or sell-out outside the context of a public takeover bid, provided however
that the securities (i) are listed or (ii) were previously listed on a regulated
market in one or several member states of the EU or European Economic
Area (EEA). As a certain limitation in scope, only securities carrying voting
rights (including depositary receipts in respect of shares carrying the possibility to give voting instructions) qualify (Article 1 (5)).
In addition (iii), the new Act applies to securities which have been offered
to the public with an obligation to publish a prospectus in accordance with
Article 3 of EU Directive 2003/71/EC (or where the obligation to publish a
prospectus did not apply according to Article 4(1) of this EU Directive), and
provided that the offer did not start more than five years earlier. Further,
for a period until September 30, 2015 (i. e. three years from effective date
of the Act), a majority shareholder may also request minority shareholders
to sell if the securities were trading on a regulated market but no longer
are, provided that the withdrawal from trading was not before 1991.
Notification and information requirements (Article 3)
A holder of securities must notify the respective company as well as the
CSSF when it becomes a majority shareholder, when it ceases to be a
majority shareholder, or when it, being already a majority shareholder,
acquires additional securities. The information to be submitted with the
notification includes the percentage of securities held, a description of
the transaction triggering the notification, and arrangements in relation
to the holding of the securities. As a definition, a majority shareholder is a
natural or legal person holding (directly or indirectly) alone or in concert
95 per cent or more of the share capital carrying voting rights and 95 per
cent or more of the voting rights of a company. Detailed requirements
on the notification are laid out in the CSSF’s Circular 12/545 published on
October 1, 2012.1
The majority shareholder must notify the company and the CSSF as soon
as possible but at the latest four working days after the date on which it
is aware of the effective acquisition or disposal. The company then has to
publish all the information included in the notification upon receipt but
no later than three working days thereafter. In addition, the CSSF has to
publish a list of the companies for which this information has been validly
notified on its website2 for a period of at least twelve months.
As a transitional provision under ArTRANSITIONAL PROVISION
ticle 10(1) of the new Act, any maTO IDENTIFY THE 95% SHAREjority shareholder as of the effective
HOLDERS AS AT THE EFFECdate of the Act, i. e. October 1, 2012,
TIVE DATE
had to notify the CSSF and the company within two months from that
date. This notification had to include its identity, the percentage of securities held, and the arrangements regarding the holding of its securities.
The new Act does not apply to companies whose purpose is the collective investment of capital raised from the public, which operate under
the principle of risk-spreading and whose securities are, at the request of
their holders, repurchased directly or indirectly out of the assets of those
companies. If a takeover bid in accordance with the Takeover Directive was
made, the provisions under the new Act may only apply after expiry of a
six-month period starting from the expiry of any deadline laid down for
any ensuing rights resulting from such a takeover bid.
1 http://www.cssf.lu/en/takeover-bids-squeeze-out-and-sell-out/squeeze-out-and-sell-out/
documentation/
2 http://www.cssf.lu/en/takeover-bids-squeeze-out-and-sell-out/squeeze-out-and-sell-out/
list-of-companies/
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CORPORATE SQUEEZE-OUT AND VALUATION METHODOLOGY
3
In practice, within two months, i. e. until November 30, 2012, a total
of eight notifications were received by the company and the CSSF. Box
1 includes the notification in relation to ArcelorMittal Luxembourg
S.A., received by the CSSF on November 19, 2012. A communication
by Swedish Kinnevik Media Holding AB on its 97.66 per cent majority
shareholding in Metro International S.A. as at October 1, 2012 as well as
on the acquisition of additional shares is shown in Box 2.
ArcelorMittal Luxembourg S.A.;
Notification of major shareholding
“Publication en application de l’article 10 (2) de la loi du 21 juillet 2012
relative au retrait obligatoire et au rachat obligatoire de titres de sociétés admis ou ayant été admis à la négociation sur un marché réglementé ou ayant fait l’objet d’une offre au public (ci-après, la «Loi
Retrait Rachat»)
ArcelorMittal Luxembourg, société anonyme de droit luxembourgeois,
ayant son siège social au 19, avenue de la Liberté, L-2930 Luxembourg,
et immatriculée au registre du commerce et des sociétés de Luxembourg sous le numéro B 6.990 (ci-après, la «Société»), informe toute
personne intéressée que: ArcelorMittal, société anonyme de droit luxembourgeois, ayant son siège social au 19, avenue de la Liberté, L-2930
Luxembourg, et immatriculée au registre du commerce et des sociétés
de Luxembourg sous le numéro B 82.454, (ci-après, «l’Actionnaire Majoritaire») a déclaré être actionnaire majoritaire de la Société au 1 er
octobre 2012 (date d’entrée en vigueur de la Loi Retrait Rachat).
Les titres de la Société existent exclusivement sous forme nominative. L’Actionnaire Majoritaire détient sa participation dans la Société
de manière indirecte au travers de quatre autres sociétés et ce de la
manière suivante:
yyL’Actionnaire Majoritaire détient 100% de la société AM Global Holding
qui elle-même détient 100% de la société AM Global Holding Bis.
yyAM Global Holding Bis détient 100% de la société AMO Holding 10 S.A.
qui elle-même détient 84,89% de la Société.
yyAM Global Holding Bis détient 100% de la société AMO Holding 9 S.A.
qui elle-même détient 14,97% de la Société.
L’Actionnaire Majoritaire a notifié à la Commission de Surveillance du
Secteur Financier et à la Société les informations suivantes:
A. Capital assorti du droit de vote: Montant total du capital de la Société
pris comme base de calcul: EUR 581.292.900.-; Montant du capital assorti de droits de vote indirects: EUR 580.479.089, 94.-; Pourcentage
du capital assorti de droits de vote indirects: 99,86%
B. Droits de vote: Montant total des droits de vote de la Société pris
comme base de calcul: 11.625.858.-; Nombre de droits de vote indirects: 11.609.438.-; Pourcentage de droits de vote indirects: 99,86%
La présente est une publication requise par la Loi Retrait Achat et ne
constitue pas un déclenchement d’une procédure de rachat obligatoire
des actions de la Société que l’Actionnaire Majoritaire ne détient pas à
la présente date.”
Box 1: First example (ArcelorMittal Luxembourg S.A.)
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CORPORATE SQUEEZE-OUT AND VALUATION METHODOLOGY
Metro International S.A.; Notification of major shareholding and
of acquisition of additional shares
“Publication and communication under the Luxembourg act dated 27
July 2012 on squeeze-outs and sell-outs of securities issued by companies currently or formerly listed on a regulated market in the European
Union
Kinnevik Media Holding AB, a private limited liability company existing under Swedish law with registered seat Skeppsbron 18, Box 2094,
S-10313 Stockholm, Sweden, registered with the Swedish Companies
Registration Office under number 556880-1590, with email address:
[email protected] (“Kinnevik Media Holding”), which is held by 100 %
Investment AB Kinnevik (publ), limited liability company existing under
Swedish law, with registered seat at Skeppsbron 18, Box 2094, S-10313
Stockholm, Sweden registered with the Swedish Companies Registration Office under number 556047-9742, with email address: [email protected] being listed at the Stockholm Stock Exchange, NASDAQ OMX
Stockholm, has notified Metro of the following:
As of 1 October 2012, out of the total of 264,483,532 shares to which
voting rights are attached in Metro (in form of registered shares, of
which a majority is deposited with Skandinaviska Enskilda Banken AB
(SEB) which has issued Swedish depository receipts (SDRs), representing the shares deposited with it), Kinnevik Media Holding held directly
258,298,824 of shares/SDRs with ISIN number SE0000696841, representing 97.66% of the share capital to which voting rights are attached
and the corresponding voting rights.
ing coordinated voting of their shares. Verdere S.à r.l. holding as of 31
October 2012 shares representing approximately 35.1 % of the votes
and approximately 9.1% of the share capital in Investment AB Kinnevik
(publ) is owned, directly and indirectly, by Cristina and Max Stenbeck,
50 % each.”
Box 2: Second example (Metro International S.A.)
In addition to ArcelorMittal Luxembourg
S.A. and Metro International S.A., the NOTIFICATIONS BY MAJORtwo companies presented in the exam- ITY SHAREHOLDERS OF
NINE COMPANIES WERE
ples above, shareholders of six further
PULISHED UNTIL
companies notified until November MARCH 31, 2013
30, 2012 that they had been a majority
shareholder as at October 1, 2012: KBL European Private Bankers S.A., Old
Town S.A., Europ Continents Holding S.A., Plantations des Terres Rouges
S.A., and Utopia S.A. The majority shareholder of Banque Internationale
á Luxembourg S.A. gave notice that it had become a majority shareholder
within the meaning of the new Act after October 1, 2012. Further, the
majority shareholder of Ventos S.A., the Luxembourg-based investment
holding company, submitted a notification to the CSSF on March 25, 2013
that it had held 95 per cent of shares as at October 1, 2012.
On 8 October 2012, Kinnevik Media Holding acquired by purchase further shares/SDRs, following a private offer made by Investment AB Kinnevik (publ) after delisting of the shares of Metro, so that its total direct
holding of shares/SDRs with ISIN number SE0000696841 rose from
258,298,824 to 258,920,597, representing 97.90% of the share capital
to which voting rights are attached, so that Kinnevik Media Holding
held 258,920,597 of the voting rights, which represent 97.90 % of the
total voting rights in Metro.
On 8 November 2012, Kinnevik Media Holding acquired by purchase
further shares/SDRs, following a private offer made by Investment AB
Kinnevik (publ) after delisting of the shares of Metro, so that its total direct holding of shares/SDRs with ISIN number SE0000696841
rose from 258,920,597 to 259,091,351, representing 97.96 % of the
share capital to which voting rights are attached, so that Kinnevik Media Holding holds 259,091,351 of the voting rights, which represent
97.96 % of the total voting rights in Metro. Kinnevik Media Holding has
also indicated that:
Shareholders of Investment AB Kinnevik (publ), including Verdere S.à
r.l., SMS Sapere Aude Trust, Sophie Stenbeck and HS Sapere Aude Trust,
together holding as of 31 October 2012 shares representing approximately 46.2 % of the votes and approximately 11.9% of the share capital in Investment AB Kinnevik (publ), have an agreement regard
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CORPORATE SQUEEZE-OUT AND VALUATION METHODOLOGY
5
Mandatory squeeze-out procedure (Article 4)
Under the new Act majority shareholders may force all minority shareholders to sell their securities to them against payment of a cash consideration.
STEP 0
STEP 1
Majority
shareholder‘s
preliminary
evaluation of
the business
value, supported by a chosen
independent
expert:
Notification by
the majority
shareholder of the
decision to exercise a squeeze-out:
The majority
shareholder,
potentially
supported by
the company’s
management,
analyses the
potential
outcome of the
independent
expert’s Valuation Report and
the impacts on a
squeeze-out
procedure
STEP 2
Majority shareholder
notifies CSSF and
company and publishes decision to
squeeze-out
STEP 3
Notification by the
majority shareholder of the
squeeze-out price
and related publication:
Within one month
of notification, the
majority shareholder must provide
the CSSF with the
squeeze-out price
and the independent Valuation
Report
STEP 4
Objection(s) and
decision by the CSSF
on the squeeze-out
price:
Transfer of securities and payment:
The transfer of
securities and
payment for the
securities has to
take place as published by the majority
shareholder
Minority shareholders may object
during a period of
one month since
publication of
squeeze-out price
In case of objection,
the CSSF decides
within three months,
potentially based on
a second independent valuation report
Any securities that
have not been
presented are
considered to be
transferred by the
law itself (ipso jure)
to the majority
shareholder
Once the squeezeout price is determined by the CSSF, the
date of payment and
related arrangements
are to be published
by the majority
shareholder and the
CSSF
1 month
1 month
3 month
Figure 1: Overview of corporate squeeze-out procedure according
to Article 4
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CORPORATE SQUEEZE-OUT AND VALUATION METHODOLOGY
Figure 1 provides an overview of the corporate squeeze-out procedure as
laid out in the new Act (Steps 1 to 4). Once a majority shareholder has
notified the CSSF of its intention to exercise squeeze-out rights (Step 1),
it must undertake to complete the squeeze-out. The legislation stipulates fixed periods for each of the stages. For the majority shareholder a
thorough analysis of the potential business value and the impacts on the
squeeze-out price, prior to the notification to exercise the squeeze-out, is
of highest importance. Figure 1 refers to this step as Step 0.
Such independent expert, usually a professional accounting firm, needs to
possess professional experience in the field of business valuation, demonstrated by an adequate track record in supporting European squeeze-out
procedures. We will explore further below the methodological requirements for a valuation report under the new Act.
According to Article 4(4), the squeeze-out price determined by the independent valuation expert must be a “fair price according to the objective
and adequate methods applying to asset disposals”. The new Act requires
a valuation report prepared by an independent expert, free of conflicts of
interest (refer to Box 3).
The new Act also provides for a procedure under which a minority shareholder may request from the majority shareholder, if it has acquired 95
per cent or more of the securities of a company, to purchase all its securities. In addition, as a transitional provision under Article 10(5) and for a
period of three years from the effective date of the new Act, a minority
shareholder may also exercise its sell-out rights even though no additional
securities are acquired by the majority shareholder.
Article 4 (5) of the new Luxembourg Squeeze-out/Sell-out Law
“Within the month following the notification of the exercise of the right
of mandatory squeeze-out in accordance with paragraph (3), the majority shareholder shall communicate to the CSSF the proposed price
and a valuation report of the securities and, where applicable, of the
other transferable securities covered by the mandatory squeeze-out.
The majority shareholder shall then provide the company concerned
with and make public without delay the proposed price with the valuation report in a manner ensuring fast access to this information and on
a non-discriminatory basis.
Mandatory sell-out procedure (Article 5)
Similar to the procedure laid out for the mandatory squeeze-out, the sellout price is defined as “a fair price according to the objective and adequate
methods applying to asset disposals” (Article 5(3)).
…
This valuation report … shall be drawn up by an expert of his/her choice,
independent from any party concerned, and who is not involved in any
conflict of interest. The independent expert shall have professional experience in the field of valuing transferable securities and draw up his/
her valuation report according to objective and adequate methods.”
Box 3: Independent expert’s valuation report as required under the new Act
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CORPORATE SQUEEZE-OUT AND VALUATION METHODOLOGY
7
EUROPEAN SQUEEZE-OUT REGULATIONS COMPARED:
THE CASES OF LUXEMBOURG, GERMANY, FRANCE, AND BELGIUM
The Takeover Directive 2004/25/EU forms the relevant background to
takeover law inside the EU. Strong rights for shareholders are a key element in this Directive which aims at establishing fair conditions for takeovers. As discussed above, this includes the right of squeeze-out (and of
sell-out). While the Directive seeks to harmonise the takeover squeezeout rules across the EU member states, previously existing national rules
may continue to apply. The squeeze-out provision according to Section
327a of the German Stock Corporation Act (AktG) is an example for this.
As one generally expects from an EU Directive - as opposed to an EU Regulation - the
member states have certain discretionary
choices when transforming the directive into
national law. The absence of a specific Luxembourg law for corporate squeeze-outs until October 1, 2012 reflects the
diversity within the EU member countries. Table 1 presents an overview
of some relevant squeeze-out procedures and provisions in Luxembourg,
Germany, France, and Belgium.3 Clearly, the new Act fills in a pre-existing
gap in Luxembourg legislation, as the Takeover Act of 2006 only provides
for takeover squeeze-outs.
SQUEEZE-OUT PROCEDURES DIFFER AMONG
EU MEMBER STATES
In the early course of the legislative process of the new Luxembourg
Squeeze-out/Sell-out Law, there was made specific reference to Belgian
legislation.4 However, the Belgian legislation is fundamentally different
to the new Luxembourg Act in one key aspect, as it requires the majority
shareholder to determine a fair price first, which is then reviewed by an
independent expert. As a consequence, the elements set forth for the independent expert report by the Belgian Public Takeovers Royal Decree, the
law executing the Belgian Public Takeovers Law of 2007, include (under letter D.) a review of the fair price as determined by the bidder (see Figure 2):
Main elements of the independent expert report
A. STATEMENT OF INDEPENDENCE OF THE EXPERT
With respect to the majority shareholder (the bidder), the target company, and related parties
B. DESCRIPTION OF THE TASKS PERFORMED BY THE
INDEPENDENT EXPERT
Including a description of the expert’s resources used concerning staff and
time and the persons contacted at the target company
C. DETAILED VALUATION ANALYSIS
Including the valuation methodologies applied, underlying facts and assumptions, the sources utilised for the valuation, and the result of the
methodologies applied
D. ANALYSIS OF THE VALUATION MADE BY THE BIDDER
Containing the independent expert’s conclusion on its review of the bidder’s bid price justification, with repect to all valuation methodologies applied by the bidder to determine the bid price per share.
Figure 2: Main elements of the independent expert report according to Article 23 § 1er of the Belgian Public Takeovers Royal Decree
This is different under the new Luxembourg Act as the fair price, according
to Article 4(4), is determined by an independent expert.
3 Not included in this comparison are squeeze-out procedures in relation to mergers. See e.g.
Sec. 62 of the Reorganisation of Companies Act (Umwandlungsgesetz - UmwG) as introduced in 2011: Squeeze-out procedure permitted for shareholders in the legal form of a corporation, e.g. a stock corporation (Aktiengesellschaft - AG) (directly) holding 90% or more
of the share capital in a target company if the target company is simultaneously merged
upstream with the shareholder. Requires resolution of target’s general meeting within three
month of conclusion of merger agreement.
Squeeze-out.indd 7
4 For an explicit reference to Belgian legislation refer to Avis du Conseil d’Etat (6 octobre
2009). http://www.conseil-etat.public.lu/fr/avis/2009/10/48255/48255.pdf.
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CORPORATE SQUEEZE-OUT AND VALUATION METHODOLOGY
Luxembourg
Germany
France
Belgium
Commission de surveillance Bundesanstalt für Finanzdienstleistungsauf- Autorité des Marchés Financiers Financial Services and Markets
du secteur financier (CSSF)
sicht (BaFin)
(AMF)
Authority (FSMA), formerly Commission Bancaire, Financière et
des Assurances (CBFA)
Act of May 19, 2006 (the Sec. 327a et sqq. of the Stock Corporation Law no. 2006-387 of March 31, April 1, 2007 law on public takeoRelevant
"Takeover Act”); Act of July 21, Act (Aktiengesetz - AktG), introduced in 2006 on takeover bids; amended ver bids (“Public Takeovers Law”)
law(s)
2012 (“New Squeeze-out/Sell- 2001; Sec. 39a through 39c of the Securi- by the Loi de modernisation de and April, 27 2007 executing Royout Law”)
ties Acquisition and Takeover Act (Wert- l’économie of August 4, 2008 and al Decree on public takeover bids
papiererwerbs- und Übernahmegesetz - by the Loi de régulation bancaire (“Public Takeovers Royal Decree”)
WpÜG), introduced in 2006
et financière of October 22, 2010; (together “Public Takeovers Legiscodified under various articles, lation”)
while the AMF General Regulation
is the main governing source
Permitted if bidder holds at Permitted in relation to voting shares if bid- Permitted if bidder (alone or in Permitted if bidder holds at least
Takeover
least 95 % of voting share cap- der (directly or indirectly) holds 95 % or concert) holds at least 95 % of 95 % of voting shares in the tarsqueeze-out
ital and 95 % of voting rights, more of all voting shares in the target fol- share capital and voting rights of get following the offer and if bidprocedure
following an offer with the aim lowing takeover offer (may be a voluntary the target. Procedure usually re- der acquired, through the offer,
to acquire control.
offer with the aim to acquire control or an viewed by the AMF.
at least 90 % of the target shares
obligatory offer if bidder simply acquires
subject to offer.
control); also permitted in relation to nonvoting shares if bidder also (directly or indirectly) holds 95 % or more of the share
capital in the target following takeover offer. Requires court order to be requested
within three month of the end of acceptance period for offer.
Equal consideration as under Type of consideration as under terms of of- Cash consideration only if the Type of consideration as under
Takeover
terms of original offer or cash fer (cash or shares), but cash alternative is takeover offer was a cash offer terms of offer (cash or shares).
squeeze-out
compensation (to be proposed always required. Offer price deemed ade- and at least a cash option if the
consideration
at least optionally). Price has quate if bidder acquired at least 90 % of tar- takeover offer was a combined ofto be fair (assumption that get’s outstanding share capital pursuant to fer or an exchange offer.
price is fair if bidder has ac- the offer. In this exceptional case no further
quired at least 90 % of the valuation of the target is required.
voting share capital during the
takeover with same terms).
Permitted if a shareholder (di- Permitted if a shareholder (directly or in- Permitted following a buyout of- Permitted if the shareholder holds
Corporate
rectly or indirectly) holds 95 % directly) holds 95 % or more of the share fer (offer publique de retrait) if a 95 % or more of voting shares in
squeeze-out
or more of the share capital capital in the target company. Requires shareholder (alone or in concert) the target.
procedure
carrying voting rights and resolution of target’s general meeting and holds at least 95 % of share capi95 % or more of the voting registration with Commercial Register.
tal and voting rights of the target.
rights. Procedure coordinated
Procedure usually reviewed by the
by the CSSF. In case of objecAMF.
tion a decision is made by the
CSSF.
Cash consideration only.
Cash consideration only.
Cash consideration only.
Cash consideration only.
Corporate
squeeze-out
consideration
Regulator
“Fair price according to objecValue definitive and adequate methods
tion
applying to asset disposals”
(Article 4(6) New Squeezeout/Sell-out Law).
“Transfer of the other shareholders’ (minority shareholders’) shares to the principal shareholder against the payment of
adequate cash compensation” (Sec. 327a
AktG). See also Sec. 39a WpÜG.
“Proposed price or exchange ratio,
based on generally accepted objective valuation criteria, the characteristics of the target company
and the market for its securities”
(Article 12 3°a AMF Instruction
2006-07 of July 25, 2006).
Fair price (fair market value) determined by the majority shareholder and confirmed by an independent expert (Article 20 to
23 of the Public Takeovers Royal
Decree).
Table 1: Comparison of selected squeeze-out procedures
Squeeze-out.indd 8
07.06.2013 12:55:59
CORPORATE SQUEEZE-OUT AND VALUATION METHODOLOGY
9
VALUATION METHODOLOGY FOR SQUEEZE-OUTS
Article 15(2) of the Takeover Directive states that “Member States shall
ensure that an offeror is able to require all the holders of the remaining
securities to sell him/her those securities at a fair price.” However, the
“FAIR PRICE” ACCORDterm “fair price” is not defined in
ING TO ARTICLE 15 OF THE
the Directive. The new Luxembourg
TAKEOVER DIRECTIVE
Squeeze-out/Sell-out Act also uses
the term “fair price”, complemented
with the phrase “according to objective and adequate methods applying to
asset disposals” (Article 4(6)). In France, the regulator’s relevant instruction refers to “generally accepted objective valuation criteria” (see Table 1)
while the AMF General Regulation includes the phrase “objective methods
applied in cases of asset disposals” as shown in Box 4.
Article 237-16 on squeeze-outs following a buyout offer
“Where the AMF rules on whether the squeeze-out is compliant, the
offeror provides, in support of its proposed squeeze-out, a valuation
of the securities of the target company, carried out using the objective
methods applied in cases of asset disposals, that takes into account the
value of the company’s assets, its past earnings, its market value, its
subsidiaries, if any, and its business prospects, according to a weighting
appropriate to each case.”
Box 4: AMF General Regulation
In Germany, the Stock Corporation Act (AktG) simply sets out to an “adequate cash compensation” without specifying the term “adequate” (see
Table 1), while German jurisdiction has elaborated detailed requirements
in many cases. The situation with minority shareholders being forced to
loose their ownership in shares requires specific guidance in order to protect the minority shareholders’ rights.
Against this background, there is a continued debate among experts around
the question what a “fair price” should be in this case and how the “fair”
squeeze-out compensation should be determined. While some experts
argue that a market price of shares (if available) best reflects a “fair value“
of a company, market prices are subject to certain “imperfections”: They
may be too low due to e. g., illiquidity and information asymmetry but
they can also be positively affected by e. g., market rumours prior to the
majority shareholder’s publication of its squeeze-out intention. According
to German jurisdiction on corporate squeeze-outs (Sec. 327a AktG), the
current market price of shares basically represents the lower end of a fair
price, whereas the current market price is based on the weighted average
stock quotation referenced to the 3-month period ending on the day when
the procedure is announced. But the fair price may also be below the current share price provided the majority shareholder proves the existence of
a market illiquidity.
Valuation methods of the market approach continue to be popular in
squeeze-out valuations, as they assess a company by comparing it to
similar companies whose market values (i. e. their market capitalisation
in terms of the total value of the issued shares) are known. While prices
from previous transactions in the market provide empirical evidence for
the value (usually expressed as transaction multiples), such an approach
potentially neglects the uniqueness of the valuation target. Refer to Figure
3 for an overview of common valuation methods.
The income approach, i. e. discounted value of future profits/dividends,
represents the other main methodology of business valuation. This approach is, for example, fostered by the valuation standard S 1 of the Institute of Public Auditors in Germany: “The value of a business is based,
assuming purely financial objectives, on the present value of net cash flows
associated with the ownership of the business to the owner” (Sec. 2.1).5 In
the case of a squeeze-out, the valuation expert acts as “neutral valuer”, determining a so called “objectified” business value. The valuation standard
S 1 defines: “An objectified business value is an inter-subjectively verifiable
value of future earnings from the viewpoint of a shareholder” (Sec. 4.4.2).
Not only in German academia and
INCOME APPROACH COMbusiness practice is the income apMONLY ACCEPTED AND
proach most commonly accepted
THEORETICALLY PREFERED BY
and used. The discounted cashACADEMIA
flow (DCF) can either be based on
an entity or equity approach. The
entity approach discounts the company’s after-tax cash-flow from operations at the weighted cost of capital to arrive at an entity value first and
then subtracts the market value of debt to determine the equity value. For
manufacturing and trading companies both approaches lead to the same
results, while for financial institutions the equity approach is to be preferred as financing is part of the business model of such enterprises. Under
the equity approach, the net proceeds for shareholders (i.e., dividends and
changes in the equity position itself) are discounted at the cost of equity.
As these future payments will occur as the company’s business plan materialises, the independent expert has to analyse both the assumptions of
the business plan and the company’s current situation. Such an assessment includes a competitor and market analysis as well as a careful review
of the company’s audit reports and management accounts.
The cost approach represents the third methodology of business valuation
(reproduction value or replacement costs) and is generally disregarded for
squeeze-out valuation purposes, mostly because the resulting value depends
on cost to reproduce/replace “as is” with a backward-looking perspective. As
a main disadvantage this approach fails to capture market sentiment or business performance and therefore potentially undervalues profit-making companies. The cost approach is rarely used for business valuations, applied in
specific situations only, especially for companies with losses or liquidations,
or for certain industries (real estate or other asset intensive businesses).
Common valuation methods
MARKET APPROACH
INCOME APPROACH
COST APPROACH
• Comparable listed companies
multiples (market prices
observed in an active market)
• Discounted cash flow
(entity or equity approach)
• (Adjusted) Net asset value
(replacement value or
reconstruction costs)
• Comparable transaction
multiples (market prices from
comparable transactions)
Figure 3: Common valuation methods
Squeeze-out.indd 9
• Discounted earnings
• Liquidation value
5 Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer - IDW) (2008). IDW
Standard: Principles for the Performance of Business Valuations. April 2, 2008.
07.06.2013 12:56:00
10
CORPORATE SQUEEZE-OUT AND VALUATION METHODOLOGY
For multi-business companies the
valuation needs to reflect the diversity of the valuation target. Basically, there are two ways to manage such complexity6: One method
consolidates all diversified businesses into one valuation object, assuming
that all businesses have similar cash-flow, growth, and risk characteristics. Any selection of comparable companies/transactions under the market approach would then have to reflect the complexity of the diversified,
multi-business company. However, identifying comparable diversified
companies under this method proves to be challenging. The other method
treats each business as one single company and applies a sum-of-the-parts
valuation. For each business segment an adequate valuation approach (income, market, or cost approach) has to be chosen. In addition, the capitalised costs (i.e. centralised holding costs) and benefits of headquarters
need to be considered. While the costs of corporate headquarters tend
to be identifiable and measurable even from an outsider’s point of view,
elements of the headquarter benefits are usually only partly quantifiable.
Benefits may include tax advantages, improved financing capacity, operational synergies, or informational advantages. On an aggregated level, the
sum-of-the-parts method calculates the overall value by totaling multiple
separate values (adjusting for the capitalised headquarters costs/benefits),
similar to the cost approach which also adds individual items of assets or
liabilities. The French AMF recommends this method as part of a multicriteria analysis in squeeze-out valuations (in line with Article 237-16 of
the General Regulation).
SUM-OF-THE-PARTS METHOD
TO REFLECT COMPLEXITY OF A
MULTI-BUSINESS COMPANY
As part of a Valuation Report the
independent expert starts applying
a multi-criteria analysis based on
commonly used valuation methods. With respect to French market practice in the case of squeezeouts, the DCF method is widely used today, followed by the comparable
listed companies approach. See Box 5 for the 2005 recommendations of
an AMF working group on financial valuation. The methodological preference towards the multi-criteria analysis was confirmed by the AMF’s 2010
“Recommandations de l’Autorité des marchés financiers sur l’expertise
financièreindépendante”, which continue to differentiate between
“l’approche analogique” (market approach) and “l’approche intrinsèque”
(income approach, in some cases cost approach).7
MULTI-CRITERIA ANALYSIS
FORMS THE STATE OF THE
ART OF ANY SQUEEZE-OUT
VALUATION
As a result of this multi-criteria analysis the valuation expert selects one
or more valuation methods, while disregarding others (the Valuation Report then provides a strong rationale of the methodological selection).
Such choice may reflect the nature and industry of the target company,
the availability of information and other factors. The AMF recommendations set forth three principles the independent expert must adhere to:
critical examination, transparency, and consistency and relevance (see Box
6, again confirmed by the 2010 AMF recommendations).
Valuation methods and references: AMF working group’s
recommendations
“…The multi-criteria approach followed by independent experts entails
the application of valuation methods and the review of valuation references. A distinction should be made between valuation methods and
valuation references.
There are two types of valuation methods:
yyMarket approaches: these consist in assessing a company by reference
to comparable companies whose market value are known, either because they are listed or because they were subjects of a recent transaction, which characteristics were publicly disclosed. These methods
should be applied even more frequently for two reasons: the growth in
cross-border transactions and the implementation of a single set of accounting standards to approximately 7,000 listed companies in Europe.
yyIncome approaches: these consist in determining the company’s value
based on its expected future risk and return (dis-counted cash flows,
discounted dividends and, in some cases, adjusted net assets).
The discounted cash flow (DCF) method, in particular, is an important
step forward in a multi-criteria analysis as it is based on the company’s
future outlook and allows a critical analysis of its business plan. This
method, which was only used in one-half of all valuations 10 years ago,
is now used in a vast majority of cases. The working group recommends
that it be applied even more routinely in all situations involving minority shareholders, regardless of the type of bid.
Valuation references supplement the valuator’s analysis by checking it
against certain value indicators:
yythe assets book value,
yythe company’s share price,
yysignificant transactions on the securities included in the valuation,
yyanalysts’ target share prices.
A review of these references is crucial. The decision to exclude any
reference to historical share prices or an average share price must be
made carefully and substantiated by specific arguments when the company is listed on a regulated market, as this reference is presumed to
be legitimate.
Each valuation is specific and it is up to the independent expert, depending on the available relevant information, to determine which
method(s) is (are) best suited to the case at hand. The expert must,
however, adopt a multi-criteria approach that allows him to:
yyApply, where relevant, the two types of methods defined above;
yyCheck the results obtained against the available references;
yyClearly describe the process that drove him to exclude or favour one
method or reference over another…”
Box 5: AMF Working Group on valuation methods and references8
6 Damodaran, A. (2010). The Dark Side of Valuation: Valuing Young, Distressed, and Complex
Businesses (2nd ed.). Upper Saddle River: FT Press, 543.
7 AMF (2010). Recommandations de l’Autorité des marchés financiers sur l’expertise financière
indépendante. Published online September 28, 2006, modified October 19, 2006 and July
27, 2010. In the following we refer to the 2005 working group recommendations which are,
other than the 2010 AMF recommendations, available in an English translation by the AMF.
Squeeze-out.indd 10
8 Working Group on Financial Valuation (2005). Strengthening the independent financial valuation process in connection with takeover bids and mergers of listed companies. Report presented to the AMF Board on May 31, 2005.
07.06.2013 12:56:00
CORPORATE SQUEEZE-OUT AND VALUATION METHODOLOGY
11
Basic principles for the expert report: AMF working group’s
recommendations
yyThe terminal value year must reflect the company’s competitive position at that time.
“…(i) Critical examination
yyA risk must be taken into account only once, i.e. either in the business
plan or in the discount rate.
This principle leads the expert to consider with a critical eye all data
provided by management or external sources. The expert must consider the reasonableness of the business plan, which must be the same
as that prepared and approved by the company’s management. It is
up to the expert to ask management, which is solely responsible for
making forecasts, to change its forecasts if they seem unrealistic given
the information obtained by the expert. The expert must also ensure
that he is informed of any recent changes made by management to
the business plan and must be advised of the reasons for this change.
(ii) Transparency
The expert must provide the Board of Directors with a detailed report
of his work and conclusions. The public report must contain enough
information to enable readers to understand the expert’s reasoning and
the main assumptions made. The sources of the data and information
used by the expert must be clearly indicated and any discrepancies between the various sources must be mentioned.
The choice or exclusion of a valuation method or reference must be
explained. When applying the comparables method, the expert must
explain the choice of the sample and the adjustments made to ensure
the consistency of the data used.
When using the income approach, the expert must:
yyPresent the key elements of the business plan in general terms (average growth during the period, average return on invested capital, etc.);
yyIndicate how specific (normally included in business plans) and systematic (based on the discount rate) risks were handled;
yyPresent detailed assumptions used to calculate the terminal value;
yyRoutinely present and explain sensitivity tests based on the central assumption.
yyThe perpetual growth rate must be consistent with the long-term
growth rate used for the national economy.
yyThe cash flows used for the terminal value must reflect a normative
situation.…”
Box 6: AMF Working Group on basic principles9
A recent study of the ISC Paris School of Management10 on 43 squeezeouts (and 82 tender offers) in listed French companies during 1999-2004
estimates the levels of premia compared to the target’s latest stock-exchange quotation prior to the announcement of the transaction. Please
note that the period assessed by this study is prior to the 2004 Takeover
Directive but it provides some general insights into multi-criteria analysis in squeeze-out procedures. The study concludes that the premia in
squeeze-outs are not significantly different from those encountered in
tender offers. On average, a 26 per cent premium was offered compared
to the last stock price (see Figure 4).11 In relation to valuation methodology of the multi-criteria analysis, according to the study the level of premia
in squeeze-outs is higher if comparable transaction multiples are applied.
Potentially, the differences in preSTUDY CONFIRMS SIGNIFImium between valuation methCANT DIFFERENCES IN PREMIA
ods result from an uncertainty
BETWEEN METHODS PART OF A
premium, which is higher in listed
MULTI-CRITERIA ANALYSIS
peer group multiples compared to
Offer to minority shareholders in 43 French squeeze-outs
+ 26 %
+ 45 %
+ 25 %
+ 28 %
(iii) Consistency and relevance
When applying a valuation method, the expert must ensure the consistency of the parameters among themselves and with the external
sources and information available to him. Where relevant, he must also
ensure that this data is consistent with data from valuations conducted
previously.
For the market approach method:
yyThe selected companies must be sufficiently similar in terms of risk,
return and growth.
yyThe multiples must take into account the characteristics of the company and of the comparables being valued.
INCOME APPROACH
LAST STOCK QUOTATION
Discounted Cash-flow
SUM-OF-THE-PARTS
MARKET APPROACH
Listed peer group
multiples
DCF and methods under the sum-of-the-parts approach.
Figure 4: Premia to last stock quotation and to valuation results - squeezeouts only (Levyne & Levy, 2010)
yyThe sample of comparables must consist of companies whose securities are considered liquid enough by the expert.
yyThe comparable transactions method must be used with a sample of
recent transactions, particularly as the market valua-tion may have
changed considerably over the previous two years.
For the income approach method:
yyThe business plan must use a long enough period to reduce the weight
of the terminal value in the total value.
yyThe risk free rate must match the length of the business plan and the
financial projections.
Squeeze-out.indd 11
9 Working Group on Financial Valuation (2005). Strengthening the independent financial valuation process in connection with takeover bids and mergers of listed companies. Report presented to the AMF Board on May 31, 2005.
10Levyne, O. & Levy, J.J. (2010). Does the Choice of the Method for Combining Listed Companies Have an Impact on Their Valuation? International Journal of Business 15(1), 102-116. In
this study, results shown for the sum-of-the-parts valuation method also refer to valuations
based on the net asset value method.
11 For a confidence limit of 95% (5% chance of error), the average premium in relation to the
last quotation before suspension of the listings was between 17% and 36%.
07.06.2013 12:56:00
12
CORPORATE SQUEEZE-OUT AND VALUATION METHODOLOGY
We have chosen three practical examples to illustrate the range of valuation results of a multi-criteria analysis. Figure 5 shows, based on the independent expert’s assessment, the premia to last stock quotation and
to valuation results in the 2007 squeeze-out of the minority shareholders of Assurance Générales de France S.A. (AGF) jointly by Allianz SE and
Allianz Holding France SAS (Allianz). The premia shown are based on the
minimum results only. Due to a difference on the reference date, the independent expert’s 9 per cent premium on the last stock quotation is significantly lower than the 29 per cent premium as calculated by the presenting
banks. A DCF valuation of the insurance business was disregarded.
×
Finally, Figure 7 illustrates the premia offered to minority shareholders of
Belgian Duvel Moortgat N.V. by Fibemi BV and Hop!nvest BVBA (a company controlled by Veerle Baert°Moortgat) in their 2012 voluntary and conditional public takeover bid possibly followed by a squeeze-out procedure.
The independent expert’s report lays out that the offered price reflects an
8 per cent premium to the values determined under both the market and
income approach.
+ 19 %
Example: EUR 125 offer to AGF’s minority shareholders by Allianz
+9%
+ 35 %
LAST STOCK QUOTATION
INCOME APPROACH
+ 14 %
SUM-OF-THE-PARTS
Listed peer group
multiples
LAST STOCK QUOTATION
+8%
+8%
MARKET APPROACH
INCOME APPROACH
Median 2012
EV/EBITmultiples
Average discounted
cash-flow
Weighted 3-month average
Figure 7: Premia in the Duvel Moortgat takeover bid
Disregarded
MARKET APPROACH
×
Example: EUR 95 offer to Duvel Moortgat‘s minority shareholders by
Fibemi/Veerle Baert
SUM-OF-THE-PARTS
Disregarded
Figure 5: Premia in the AGF squeeze-out
As a further example, Figure 6 depicts the premia offered by UniCredito
Italiano S.p.A. (Unicredit) in the 2007 squeeze-out procedure in relation to
Bayerische Hypo- und Vereinsbank AG (HVB). The premia shown are based
on the independent expert’s assessment. The offer to minority shareholders, as confirmed by the independent expert, equals the value calculated
under the income approach. With respect to the last stock quotation, the
independent expert referenced to the last weighted 3-month average,
compliant with German jurisdiction. The 9 per cent premium under the
market approach relates to the lower end of a range of values. The sumof-the-parts method was disregarded.
×
Example: EUR 38.27 offer to HVB’s minority shareholders by Unicredit
+ 13 %
+9%
MARKET APPROACH
LAST STOCK QUOTATION
Weighted 3-month average
Listed peer group
multiples
INCOME APPROACH
Discounted earnings
No premium
SUM-OF-THE-PARTS
In contrast to the three examples shown and as explained above, a
squeeze-out under the new Act may also apply to companies which are
no longer publicly trading. Thus a market price of shares to determine the
“fair price” of securities will possibly not be available as a reference point.
In the end, the variety of results
METHODOLOGY KNOW-HOW
under the different valuation
AND RELEVANT PRACTICAL
methods stresses the imporEXPERIENCE ARE CRUCIAL FOR
tance of a thorough multi-criteria
SUCCESSFUL SQUEEZE-OUT
analysis to determine a “fair price”
for a squeeze-out offer to minority shareholders. Therefore, in-depth knowledge of methodology and
practical experience remain key requirements for any independent valuation expert supporting a squeeze-out procedure.
Majority shareholders of Luxembourg corporates and financial institutions
considering taking the journey to a squeeze-out can contact BDO.
Disregarded
Figure 6: Premia in the HVB squeeze-out
Deep methodological valuation know-how
Solid track record of delivering multi-criteria Valuation Reports throughout Europe
Why
BDO?
High level of practical experience in relation to new Luxembourg Squeeze-out Act
Recognised as a leading independent advisor
A single, fully integrated team
Squeeze-out.indd 12
07.06.2013 12:56:01
CORPORATE SQUEEZE-OUT AND VALUATION METHODOLOGY
13
ABOUT BDO:
CORPORATE FINANCE ADVISORY SERVICES
Our Corporate Finance team comprises industry experts with extensive
advisory experience in the field of M&A transactions, valuations, and restructurings in an international context. Together with BDO’s experts for
Audit as well as Tax and Business Law Advisory Services we exploit significant expertise to assist corporates, investors, and financial institutions in
an increasingly complex regulatory and competitive environment. Being
part of the global BDO network, our Corporate Finance advisors are well
prepared to support in cross-border situations.
The BDO Corporate Finance advisory services include:
VALUATION
yy Valuations, fairness opinions, squeeze-outs
yy Purchase price allocations (PPA), impairment tests
yy Valuation of credit and insurance portfolios, investment funds
TRANSACTION SERVICES
yy Due diligence (financial, regulatory, real estate, tax)
yy Transaction advice, negotiation support
yy Post deal integration and separation advisory
MERGERS & ACQUISITIONS
yy Buy-side and sell-side lead advisory, IPO advisory
yy Financial factbook, information memorandum
yy Strategic business review
RESTRUCTURING
yy Recovery and resolution plans (RRP)
yy Distressed assets, portfolio run-off advisory
yy Programme management, project office support
CONTACT
For more information on BDO’s services in relation to Valuation Reports under the Luxembourg Squeeze-out/Sell-out law contact:
DANIEL CROISÉ
DANIEL HILBERT
Partner
Partner
Head of Audit
Corporate Finance contact
Audit
Phone +352 45 123 396
Phone +352 45 123 480
[email protected]
[email protected]
The contact details of BDO’s German Corporate Finance specialists in relation to Valuation Reports and Squeeze-out/Sell-out are:
Squeeze-out.indd 13
STEFFEN EUBE
KARSTEN PAETZMANN
GUIDO HARDTMANN
Partner
Partner
Senior Manager
Head of Corporate Finance
Corporate Finance
Corporate Finance
Phone +49 69 95941-528
Phone +49 40 30293-513
Phone +49 211 1371-417
[email protected]
[email protected]
[email protected]
07.06.2013 12:56:03
BDO Audit and BDO Tax & Accounting
2, avenue Charles de Gaulle
L-1653 Luxembourg
Telefon : +352 45 123-1
Telefax: +352 45 123-201
[email protected]
www.bdo.lu
BDO AG Wirtschaftsprüfungsgesellschaft
Fuhlentwiete 12
20355 Hamburg
Telefon: +49 40 30293-0
Telefax: +49 40 337691
[email protected]
www.bdo.de
BDO AG Wirtschaftsprüfungsgesellschaft, a German company limited by shares, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO
network of independent member firms.
BDO is the brand name for the BDO network and for each of the BDO Member Firms.
Squeeze-out.indd 14
4/2013
This publication has been carefully prepared, but it has been written in general terms and should be seen as broad guidance only. The publication cannot be relied upon to cover specific situations and you
should not act, or refrain from acting, upon the information contained therein without obtaining specific professional advice. Please contact BDO AG Wirtschaftsprüfungsgesellschaft to discuss these matters
in the context of your particular circumstances. BDO AG Wirtschaftsprüfungsgesellschaft, its partners, employees and agents do not accept or assume any liability or duty of care for any loss arising from any
action taken or not taken by anyone in reliance on the information in this publication or for any decision based on it.
07.06.2013 12:56:03