Public redemptions of shares
We offer our expertise to assess the value of securities for the purposes of:
Takeover bids are regulated by Act No. 104/2008 Coll., on Takeover Bids. The bid documentation must be approved by the Czech National Bank, which assesses whether the amount of consideration is in accordance with the Act on Takeover Bids. The set price must be adequate to the value of the securities. Pursuant to § 43 and § 44 of the Act, the Czech National Bank can invite the applicant to submit an expert opinion to substantiate the adequacy of the proposed consideration in case of a mandatory takeover bid.
For these purposes, we offer an expert opinion that respects the methodology developed by the Czech Securities Commission (managing director of Expert Group Institute, Ing. Tomáš Buus, Ph.D. is the initiator and co-author of the first version of this methodology, which has largely remained unchanged to this day).
Public proposals for the purchase or exchange of securities
The requirements associated with public proposals for the purchase or exchange of securities is regulated by Act No. 90/2012 Coll., on Business Corporations (§ 322 et seq.). Under this provision, the proposal for the purchase or exchange of securities issued by joint stock companies is done in the form of a public draft contract. If the public draft contract is required by law (i.e. in case of compulsory public proposals), the adequacy of the consideration has to be substantiated by an expert opinion. If the securities that are the subject of the public draft contract are traded on a european regulated market, the applicant shall submit the public draft contract to the Czech National Bank and prove the adequacy of the consideration offered for all participating securities. An expert opinion is not directly required by law in such a case (§330), but in practice it is often necessary in order to properly justify the adequacy of the consideration.
Shares buyout (squeeze-out)
The right to buy out participating securities (the so-called squeeze-out) is governed by § 375 of Act. No. 90/2012 Coll, on Business Corporations (previously 183i of Act No. 513/1991 Coll., the Commercial Code). It is a situation when the majority shareholder is entitled to convene a general meeting to decide on the transfer of all other securities to that person. The amount of consideration to be paid to the beneficiaries (minority shareholders) is determined by the general meeting, and the adequacy of such consideration has to be substantiated by an expert report under § 376 of the Act on Business Corporations. Expert report is not required under § 391 (1) when the securities are admitted for trading on a European regulated market. The Czech National Bank, however, assesses the amount of the consideration in this case. Expert report serves again as the best evidence.