Squeeze-out

A squeeze out or squeezeout, sometimes synonymous with freeze out,

To complete freeze out merger, the acquiring company first creates a new corporation, which it owns and controls. The acquiring corporation then makes a tender offer at an amount slightly higher than the current target corporation' stock price. If the tender offer succeeds, the acquirer gains control of the target and merges its assets into the new subsidiary corporation. In effect, the non tendering shareholders lose their shares because the target corporation no longer exists. In compensation, non tendering shareholders get their right to receive the tender offer price for their shares. The bidder, in essence, gets complete ownership of the target for the tender offer price. Because the value the non tendering shareholders receive for their shares is equal to the tender price (which is more than the premerger stock price), the law recognizes it as fair value and non tendering shareholders have no legal recourse. Under these circumstances, existing shareholders will tender their stock, reasoning that there is no benefit to holding out: if the tender offer succeeds, they get the tender price anyway; if they hold out, they risk jeopardizing the deal and forgoing the small gain. Hence the acquirer is able to capture almost all the value added from the merger and, as in the leveraged buyout, is able to effectively eliminate the free rider problem. This freeze out tender offer has a significant advantage over an LBO because an acquiring corporation need not make an all cash tender offer. Instead, it can use shares of its own stock to pay for the acquisition. In this case, the bidder offers to exchange each shareholder's stock in the target for stock in the acquiring company. As long as the exchange rate is set so that the value in the acquirer's stock exceeds the pre merger market value of the target company stock, the non tendering shareholders will receive fair value for their shares and will have no legal recourse.

The legal community has criticized the present rules with regard to freeze out mergers as being biased against the interests of the minority shareholders. For example, if a gain in stock value is anticipated by the majority, they can deprive the frozen out minority of its share of those gains.

Under UK law, section 979 of the Companies Act 2006 is the relevant "squeeze out" provision. It gives a takeover bidder who has already acquired 90% of a company's shares the right to compulsorily buy out the remaining shareholders. Conversely section 983 (the "sell out" provision) allows minority shareholders to insist their stakes are bought out. (see Companies Act 2006)

In the US squeeze outs are governed by State laws, e. g. 8 Delaware Code § 253 permits a parent corporation owning at least 90% of the stock of a subsidiary to merge with that subsidiary, and to pay off in cash the minority shareholders. The consent of the minority shareholders is not required. They are merely entitled to receive fair value for their shares. This is in contrast to freeze outs, where the minority interest is unable to liquidate their investment.