해외 M&A의 ë²•ì  ìŸì  - Sullivan & Cromwell

Selected Topics – Follow-on integration
continued
Integration of Public Companies. The integration of target into operations of bidder may be achieved
by:
- A squeeze-out of the minority shareholders.
▶ General corporate law squeeze-out
▶ Takeover law squeeze-out
▶ New transformation law squeeze-out
- The conclusion of a domination agreement between bidder company and target.
- A sale of all assets of target to bidder company, followed by the distribution of the purchase price as
dividend to all shareholders or the liquidation of target and the distribution of the liquidation proceeds to all
shareholders.
Squeeze-out most favorable: Preferable structure for integrating target into operations of bidder is
corporate squeeze-out of the minority shareholders. This structure generally requires bidder to reach
threshold of 95% of share capital of target.
- Shareholders‘ resolutions approving a squeeze-out are frequently subject to litigation; however, the most
common objection as to the adequacy of the offered compensation may only be brought in an appraisal
proceeding, which would not prevent consummation of the transaction.
- Recent development: easier to implement due to legal changes requiring minimum shareholding for
pursuing preliminary proceedings.
Taking Private. If no squeeze-out possible and target remains listed after integration, the following
structures are available for taking target private, but leaving the shareholder structure unaltered:
- Formal delisting from the German stock exchange
- Merger into a non-listed subsidiary of the bidder
- Transformation into another legal form, such as a limited liability company (GmbH) or a limited partnership
(GmbH & Co. KG) (so-called ―cold delisting‖)
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