Brussels, 27/09/2002 (Agence Europe) - The commission should, in principle, adopt a new draft directive on 2 October on takeover bids, which will replace the text the European Parliament rejected in July 2001. In an interview with Reuters, the EP's rapporteur, Klaus-Heiner Lehne, who had pleaded in favour of the text's rejection, considers that the new draft does not really answer the objections of the MEPs. "According to my information, the new proposal will not cover the question of multiple voting rights; that's unacceptable", he declared following an interview with Commissioner Frits Bolkestein. "The text is better but does not go far enough", says the German Christian-Democrat.
The new text should spell out how shareholders must be consulted when the board of a company targeted by a hostile takeover bid intends taking measures of defence ("Poison pills"). The Commission could introduce a transition period on this point that had led to the greatest opposition in the EP. The text will also stipulate the capital thresholds from which a bidder can circumvent the defence measures of the company targeted, rules applicable to multiple voting rights, and spell out the definition of the "fair price" that the majority shareholder must propose for the remaining shares in case of a compulsory bid ("squeeze-out"). According to a high-placed source, the new proposal should take further account of the right of worker consultation in case of takeover bids, on which some of the MEPs insisted. The new draft directive should, moreover, integrate the philosophy of the ruling of the Court of Justice of 4 June last, which allows for "Golden Shares" to be retained, but only when not discriminatory.