New Act On Squeeze-Outs And Sell-Outs

On 3 July 2012, the Luxembourg Parliament approved a new act on squeeze-outs and sell-outs of securities issued by companies currently or formerly listed on a regulated market in the European Union (Bill 5978) (the "Act"). The Act will enter into effect on the first day of the third month following its publication in the Mémorial, which is expected to be on either 1 October or 1 November 2012.

Squeeze-outs and sell-outs were first authorised in Luxembourg by the Act of 19 May 2006 (the "Takeover Act"), which implements into Luxembourg law Directive 2004/25/EC on takeover bids. However, such procedures were limited to public takeover bids and voting securities.

The new Act extends the scope of squeeze-out and sell-out rights in a number of ways.

Firstly, it will now be possible to carry out a squeeze-out or sell-out outside the context of a public takeover bid, provided however the securities have been issued by a listed or formerly listed company. Luxembourg thus does still not provide for a general squeeze-out or sell-out for privately held companies.

Secondly, squeeze-out...