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ARTICLE · 05 JUNE 1995

Buy-outs

Shearman & Sterling
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FranceAntitrust/Competition Law
Buy-outs are subject to the regulations governing simplified tender offers (CBV General Regulations, Art. 5-5-1) except in certain details discussed below. (see "Simplified Tender Offers").

The procedure enables shareholders with a substantial majority stake to take complete control of a listed company and grants minority shareholders the right to be bought out. Buy-outs are generally used to take a company private.

Buy-out at the request of minority shareholders

Any minority shareholder of a company whose securities are listed on the official stockmarket or second market (or since 9 June 1994, traded over the counter) and in which one shareholder or several shareholders acting in concert hold at least 95% of the share capital of the company may ask the CBV to require the majority shareholder(s) to file a buy-out offer ("offre publique de retrait" or OPR) (CBV General Regulations, Art. 5-5-2). Minority shareholders do not have an automatic right to be bought out. Their

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