What is a squeeze-out procedure (uitkoopprocedure) under Dutch law?

Dutch term: Uitkoopprocedure | Legal basis: Article 2:92a/2:201a BW

A squeeze-out procedure (uitkoopprocedure) under articles 2:92a (N.V.) and 2:201a (B.V.) of the Dutch Civil Code allows a shareholder holding at least 95% of the issued share capital to compel the remaining minority shareholders to transfer their shares at a price determined by the Enterprise Chamber of the Amsterdam Court of Appeal.

The procedure is initiated by petition to the Enterprise Chamber. The court assesses whether the 95% threshold is met and appoints one or more experts to determine the fair price of the minority shares. The minority shareholders cannot block the squeeze-out; they can only dispute the price. The procedure typically takes several months.

Why it matters for international businesses

For international acquirers who have obtained 95% or more of a Dutch target through a public offer or private acquisition, the squeeze-out procedure is the standard route to achieve 100% ownership and delist the company.