European Directive 2004/25/EC of 21 April 2004 constitutes the regulatory framework for public takeover bids within the EU. It harmonizes practices and protects investors by establishing common rules. This directive complements the AMF General Regulation.

The independent expert must certify the fairness of the proposed price in a mandatory buyout offer. This requirement aims to protect minority shareholders by ensuring the price is fair before delisting. This strengthens transparency and confidence in the process.

Article 234-2 of the AMF General Regulation stipulates that the triggering threshold for a mandatory takeover bid on a regulated market is 30% of capital or voting rights. However, for Euronext Growth, this threshold is raised to 50%. This information is crucial as it defines the conditions under which a takeover bid becomes mandatory, thereby protecting minority shareholders.

A takeover bid is distinguished by settlement in cash, often with a premium over the market price. In contrast, an exchange offer is characterized by compensation in the bidder's shares, according to a determined exchange ratio. This distinction is essential because it impacts the acquirer's cash position and the certainty of value for the target's shareholders.

This classification helps distinguish fundamental concepts. The types of offers (OPA, OPE, OPR) relate to acquisition methods, while the thresholds (30%, 50%, 90%) define the legal conditions. This distinction is essential for correctly applying the rules.

The simplified procedure for a takeover bid has a minimum duration of 10 trading days. This is shorter than the standard procedure (25 days), allowing the process to be accelerated when conditions permit. This is particularly useful in contexts where speed is critical, such as in friendly transactions supported by the board of directors.

In 2024, the AMF approved 36 public offers, a 56% increase compared to 2023. This figure reflects heightened activity in financial transactions and underscores the growing importance of public offers in the French economic landscape.

Since the loi PACTE of 2019, the triggering threshold for a mandatory buyout offer has been lowered to 90% of the capital and voting rights. A shareholder must therefore hold at least 90% to launch such an offer. This change aims to facilitate delistings while protecting remaining minority shareholders.