Introduction

The Takeover Directive has been implemented in Belgium by the law of 1 April 2007 on public takeover bids (hereinafter the ‘Takeover Act’). This law replaces entirely the former legislation on takeover bids laid down in the Act of 22 April 2003 and the Royal Decree of 8 November 1989 (commonly referred to as the ‘De Benedetti Decree’).

The Takeover Act has been further implemented by the Royal Decree of 27 April 2007 on takeover bids (hereinafter the ‘Takeover Decree’) and the Royal Decree of 27 April 2007 on public squeeze-out bids (the ‘Squeeze-out Decree’). The new rules have been applicable since 1 September 2007.

As was the case before, the supervisory authority for Belgium remains the Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen or CBFA).

Simultaneously with the Takeover Act, the Act of 1 April 2007 changes the judicial procedures with respect to takeover bids, and reinforces the exclusive jurisdiction of the Brussels Court of Appeal to hear disputes with respect to such bids.

Scope

The Takeover Act applies to: (i) a voluntary public takeover bid for securities in Belgium, including offers by companies to redeem their own securities; (ii) mandatory public takeover bids for voting securities or securities that give access to such securities and that are issued by a Belgian company whose voting securities are admitted to trading on a regulated market, such as Euronext Brussels, or an unregulated organised market defined by royal decree, including Alternext and the Free Market (Marché Libre); and (iii) public squeeze-outs (Art. 4 Takeover Act).