ARTICLE · 18 FEBRUARY 1997

M&A In The Netherlands - Assets And Shares Acquisitions

Loeff Claeys Verbeke

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NetherlandsEmployment and HR

ASSETS AND SHARES ACQUISITIONS; ACQUISITION METHODS

1. GENERAL

The acquisition of a business enterprise in the Netherlands may take place through the following three acquisition methods:

(a) purchase of shares ("aandelenfusie") (hereinafter: share acquisition);
(b) purchase of assets and related liabilities ("bedrijfsfusie") (hereinafter: asset acquisition); and
(c) statutory merger ("juridische fusie").

Below, we discuss the main differences among share acquisitions and assets acquisitions. Public offers and statutory mergers shall not be dealt with.

2. SHARE ACQUISITIONS

2.1 General

The purchase and subsequent transfer of shares in a target is the most common method of acquiring a business enterprise. Through a share acquisition, the target is acquired as a whole and all rights accruing to the corporation (i.e. tax losses, contracts) and all liabilities of the corporation (recorded, contingent or otherwise) are transferred along with the target. This

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