“After the campaign at AKZO Noble highlighted the pronounced structural defenses available to Dutch companies it was going to be interesting to see if activism could still thrive there. At this point, we have seen a significant decline in activism. Although activism will not go away entirely, the political climate in the Netherlands still seems hostile to shareholder activism, particularly to activism initiated by foreign entities.”
Geoff Serednesky, Managing Director
Country:
Netherlands
Average % of insider ownership:
Activism
Threat Level
To learn more about this country, please click on the tabs below
The Dutch Government recently proposed new laws to thwart takeover bids by foreign companies. The law would create a one-year quiet period for Dutch companies to reject any hostile foreign bid. There has been significant shareholder backlash against the proposal, citing an impact to market efficiency.
The Netherlands has recently seen high levels of activism due to its dynamic capital market and concentration of large corporate listings. Hedge funds and institutional investors have shown a willingness to support and become more engaged in individual cases. That said, unique defenses available in the Dutch market and recently used in high-profile contests, may limit future activism in this jurisdiction.
Initial disclosure of voting interests must occur when shareholders reach, exceed, or drop below a three percent threshold within four business days.
Further thresholds for disclosure occur at 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%.
The implementation of anti-takeover measures such as a poison pill may be justified, if it is necessary for, among other things, the continuity of the company and in the interests of the parties involved. The Dutch government is considering additional legislation to prevent unwanted takeovers of Dutch companies by foreign firms. The legislation would afford a one-year quiet period in which companies may refuse integrating with a foreign buyer.
Companies have the possibility to structure a call option right, which is granted by the company for the issuance of preferred shares to a target-friendly Protective Foundation (Stichting). This anti-takeover defence separates the functions of ownership and control and enables the foundation to obtain up to 50 percent of voting rights in the company.
Top Campaigns by Type
1. Spin-Off/Sale of Business Division
2. Push For Sale of Company to Third Party
3. Oppose Takeover Terms
Campaigns By Year
Total
Campaigns
Notable Invested Activists
• Elliott Management
• Wyser-Pratte Management Co
• Greenlight Capital, Inc.
Recent activism campaigns
| AkzoNobel N.V. | VS. |
Elliott Management |
| Refresco Group N.V. | VS. |
Wyser-Pratte Management Co |
| NXP Semiconductors N.V. | VS. |
Elliott Management |
Total Active
Campaigns
Contact FTI Consulting
Capital Markets Research and Activist Engagement
Managing Director
+1 312 861 4721
Geoff.Serednesky@FTIConsulting.com
Senior Managing Director
+44 (0)20 3727 1067
Edward.Bridges@FTIConsulting.com