Provisional text
JUDGMENT OF THE COURT (Fifth Chamber)
13 May 2026 (*)
( Reference for a preliminary ruling – Company law – Directive 2004/25/EC – Takeover bid – Article 2(1)(a) – Squeeze-out of holders of securities – Offer made by a person controlling the offeree company – Making of the offer following the acquisition of such control – Lack of voluntary nature of the takeover bid )
In Case C‑225/25,
REQUEST for a preliminary ruling under Article 267 TFEU from the Najvyšší súd Slovenskej republiky (Supreme Court of the Slovak Republic), made by decision of 19 February 2025, received at the Court on 24 March 2025, in the proceedings
KORFIN, s. r. o.,
SEMPIOLA INVEST LIMITED
v
SLOVNAFT, a.s.,
THE COURT (Fifth Chamber),
composed of M.L. Arastey Sahún, President of the Chamber, J. Passer, E. Regan, D. Gratsias (Rapporteur) and B. Smulders, Judges,
Advocate General: M. Campos Sánchez-Bordona,
Registrar: A. Calot Escobar,
having regard to the written procedure,
after considering the observations submitted on behalf of:
–        KORFIN s. r. o. and SEMPIOLA INVEST LIMITED, by P. Sojka, advokát,
–        SLOVNAFT a.s., by J. Azud and D. Nemčíková, advokáti,
–        the Slovak Government, by E.V. Larišová and A. Lukáčik, acting as Agents,
–        the Greek Government, by V. Baroutas and K. Boskovits, acting as Agents,
–        the Netherlands Government, by J. Langer and C.S. Schillemans, acting as Agents,
–        the European Commission, by R. Lindenthal, G. Meeßen and M. Noll-Ehlers, acting as Agents,
having decided, after hearing the Advocate General, to proceed to judgment without an Opinion,
gives the following
Judgment
1        This request for a preliminary ruling concerns the interpretation of Article 2(1)(a) of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids (OJ 2004 L 142, p. 12).
2        The request has been made in proceedings between, on the one hand, KORFIN, s. r. o. (‘Korfin’) and SEMPIOLA INVEST LIMITED (‘Sempiola’) and, on the other hand, SLOVNAFT, a.s. (‘Slovnaft’), concerning the assessment of the validity of a decision of the extraordinary general meeting of Slovnaft, pursuant to which all the shares held by its minority shareholders were to be transferred to its majority shareholder, MOL Nyrt.
Legal context
European Union law
3        Recitals 2, 9 and 24 of Directive 2004/25 state:
‘(2)      It is necessary to protect the interests of holders of the securities of companies governed by the law of a Member State when those companies are the subject of takeover bids or of changes of control and at least some of their securities are admitted to trading on a regulated market in a Member State.
…
(9)      Member States should take the necessary steps to protect the holders of securities, in particular those with minority holdings, when control of their companies has been acquired. The Member States should ensure such protection by obliging the person who has acquired control of a company to make an offer to all the holders of that company’s securities for all of their holdings at an equitable price in accordance with a common definition. Member States should be free to establish further instruments for the protection of the interests of the holders of securities, such as the obligation to make a partial bid where the offeror does not acquire control of the company or the obligation to announce a bid at the same time as control of the company is acquired.
…
(24)      Member States should take the necessary measures to enable an offeror who, following a takeover bid, has acquired a certain percentage of a company’s capital carrying voting rights to require the holders of the remaining securities to sell him/her their securities. Likewise, where, following a takeover bid, an offeror has acquired a certain percentage of a company’s capital carrying voting rights, the holders of the remaining securities should be able to require him/her to buy their securities. These squeeze-out and sell-out procedures should apply only under specific conditions linked to takeover bids. Member States may continue to apply national rules to squeeze-out and sell-out procedures in other circumstances.’
4        In accordance with Article 1(1) of that directive, that directive lays down measures coordinating the laws, regulations, administrative provisions, codes of practice and other provisions of the Member States relating to takeover bids for the securities of companies governed by the laws of Member States, where all or some of those securities are admitted to trading on a regulated market in one or more Member States.
5        Article 2(1)(a) of that directive is worded as follows:
‘For the purposes of this Directive:
(a)      “takeover bid” or “bid” shall mean a public offer (other than by the offeree company itself) made to the holders of the securities of a company to acquire all or some of those securities, whether mandatory or voluntary, which follows or has as its objective the acquisition of control of the offeree company in accordance with national law’.
6        Article 3 of that directive, entitled ‘General principles’, provides:
‘1.      For the purpose of implementing this Directive, Member States shall ensure that the following principles are complied with:
(a)      all holders of the securities of an offeree company of the same class must be afforded equivalent treatment; moreover, if a person acquires control of a company, the other holders of securities must be protected;
…
(f)      an offeree company must not be hindered in the conduct of its affairs for longer than is reasonable by a bid for its securities.
2.      With a view to ensuring compliance with the principles laid down in paragraph 1, Member States:
(a)      shall ensure that the minimum requirements set out in this Directive are observed;
(b)      may lay down additional conditions and provisions more stringent than those of this Directive for the regulation of bids.’
7        Article 5 of Directive 2004/25, headed ‘Protection of minority shareholders, the mandatory bid and the equitable price’, provides, in paragraphs 1, 2 and 4:
‘1.      Where a natural or legal person, as a result of his/her own acquisition or the acquisition by persons acting in concert with him/her, holds securities of a company as referred to in Article 1(1) which, added to any existing holdings of those securities of his/hers and the holdings of those securities of persons acting in concert with him/her, directly or indirectly give him/her a specified percentage of voting rights in that company, giving him/her control of that company, Member States shall ensure that such a person is required to make a bid as a means of protecting the minority shareholders of that company. Such a bid shall be addressed at the earliest opportunity to all the holders of those securities for all their holdings at the equitable price as defined in paragraph 4.
2.      Where control has been acquired following a voluntary bid made in accordance with this Directive to all the holders of securities for all their holdings, the obligation laid down in paragraph 1 to launch a bid shall no longer apply.
…
4.      The highest price paid for the same securities by the offeror, or by persons acting in concert with him/her, over a period, to be determined by Member States, of not less than six months and not more than 12 before the bid referred to in paragraph 1 shall be regarded as the equitable price. If, after the bid has been made public and before the offer closes for acceptance, the offeror or any person acting in concert with him/her purchases securities at a price higher than the offer price, the offeror shall increase his/her offer so that it is not less than the highest price paid for the securities so acquired.
…’
8        Article 7 of that directive, entitled ‘Time allowed for acceptance’, provides:
‘1.      Member States shall provide that the time allowed for the acceptance of a bid may not be less than two weeks nor more than 10 weeks from the date of publication of the offer document. Provided that the general principle laid down in Article 3(1)(f) is respected, Member States may provide that the period of 10 weeks may be extended on condition that the offeror gives at least two weeks’ notice of his/her intention of closing the bid.
2.      Member States may provide for rules changing the period referred to in paragraph 1 in specific cases. A Member State may authorise a supervisory authority to grant a derogation from the period referred to in paragraph 1 in order to allow the offeree company to call a general meeting of shareholders to consider the bid.’
9        Article 15 of that directive, entitled ‘The right of squeeze-out’, is worded as follows:
‘1.      Member States shall ensure that, following a bid made to all the holders of the offeree company’s securities for all of their securities, paragraphs 2 to 5 apply.
2.      Member States shall ensure that an offeror is able to require all the holders of the remaining securities to sell him/her those securities at a fair price. Member States shall introduce that right in one of the following situations:
(a)      where the offeror holds securities representing not less than 90% of the capital carrying voting rights and 90% of the voting rights in the offeree company,
or
(b)      where, following acceptance of the bid, he/she has acquired or has firmly contracted to acquire securities representing not less than 90% of the offeree company’s capital carrying voting rights and 90% of the voting rights comprised in the bid.
In the case referred to in (a), Member States may set a higher threshold that may not, however, be higher than 95% of the capital carrying voting rights and 95% of the voting rights.
…
4.      If the offeror wishes to exercise the right of squeeze-out he/she shall do so within three months of the end of the time allowed for acceptance of the bid referred to in Article 7.
5.      Member States shall ensure that a fair price is guaranteed. That price shall take the same form as the consideration offered in the bid or shall be in cash. Member States may provide that cash shall be offered at least as an alternative.
Following a voluntary bid, in both of the cases referred to in paragraph 2(a) and (b), the consideration offered in the bid shall be presumed to be fair where, through acceptance of the bid, the offeror has acquired securities representing not less than 90% of the capital carrying voting rights comprised in the bid.
Following a mandatory bid, the consideration offered in the bid shall be presumed to be fair.’
10      Article 16 of that directive, entitled ‘The right of sell-out’, provides:
‘1.      Member States shall ensure that, following a bid made to all the holders of the offeree company’s securities for all of their securities, paragraphs 2 and 3 apply.
2.      Member States shall ensure that a holder of remaining securities is able to require the offeror to buy his/her securities from him/her at a fair price under the same circumstances as provided for in Article 15(2).
3.      Article 15(3) to (5) shall apply mutatis mutandis.’
Slovak law
The Law on Securities
11      Paragraph 114(1) of zákon č. 566/2001 Z. z. o cenných papieroch a investičných službách a o zmene a doplnení niektorých zákonov (Law No 566/2001 on securities and investment services and on amendments to certain laws) of 9 November 2001 (Zbierka zákonov Slovenskej republiky No 222/2001 Z. z.), in the version applicable to the dispute in the main proceedings (‘the Law on Securities’), is worded as follows:
‘… unless this Law provides otherwise, “takeover bid” shall mean a public offer for the conclusion of an agreement pursuant to a special provision, the subject matter of which is the acquisition of all or some of the shares in the offeree company or the exchange of those shares or some of those shares for other securities, that offer being made to the shareholders of that company and effected in accordance with the obligation laid down in this Law or voluntarily and which follows or has as its objective the acquisition of a controlling interest in the offeree company …’
12      Paragraph 118i of that law provides:
‘(1)      A bidder who has made a takeover bid … shall have the right to require that the shares of all other shareholders of the offeree company be transferred to that bidder for fair consideration (“right of squeeze-out”), provided that the bidder concerned owns shares whose total par value represents not less than 95% of the share capital carrying voting rights of the offeree company, and to which not less than 95% of the voting rights in the offeree company are attached; the bidder shall also have the right of squeeze-out on the same terms vis-à-vis the legal successors of the other shareholders of the offeree company. The bidder may exercise the right of squeeze-out no later than three months after the expiry of the takeover bid referred to in the first sentence; if this is not done, that right shall expire.
…
(5)      A bidder shall be entitled to request the board of directors of the offeree company to convene a general meeting for the purpose of adopting a decision regarding the transfer to the bidder of the shares of all other shareholders. … The board of directors of the offeree company shall convene a general meeting within 30 days of receipt of the bidder’s request. …
(15)      … an application to a court for a declaration of invalidity of a decision of a general meeting of shareholders regarding the transfer of shares in that public limited company from the other minority shareholders to the bidder, as majority shareholder, exercising a right of squeeze-out, on the ground that it is contrary to a provision of law, the articles of association, the statutes or good practice, may be submitted by any shareholder, member of the board of directors or member of the supervisory board of the offeree company, or anyone having an interest therein which warrants legal protection; however, the right to submit such an application to a court shall expire if the person entitled does not do so within three months of the date on which he, she or it had or should have had knowledge of the decision of the general meeting regarding the transfer of shares …, but not later than one year from the date of the adoption of the decision of the general meeting regarding the transfer of shares … Paragraph 131(1) of the [zákon č. 513/1991 Zb. Obchodný zákonník (Law No 513/1991 establishing the Commercial Code) of 5 November 1991 (Zbierka zákonov Slovenskej republiky No 98/1991 Z. z.) (“the Commercial Code”)] shall apply to that application, unless this subparagraph provides otherwise.
…’
The Commercial Code
13      Under Paragraph 131(1) of the Commercial Code, any partner, director, liquidator, court-appointed administrator, trustee in bankruptcy or member of the supervisory board may apply to a court for a declaration that a decision of the general meeting is invalid if it is contrary to the law, the articles of association or the statutes. The same right shall also be open to a former partner or member of the board of directors if he, she or it is concerned by the decision of the general meeting. However, that right shall expire if the person entitled fails to exercise it within three months from the date of the adoption of the decision of the general meeting or, if the general meeting was not duly convened, from the date on which the person entitled should have had knowledge of the decision.
The dispute in the main proceedings and the question referred for a preliminary ruling
14      By decision of 10 October 2019, the attendees of the extraordinary general meeting of Slovnaft
approved the transfer, to MOL – which, on that date, was Slovnaft’s majority shareholder and held a 98.56% shareholding in the latter – of all the shares held by the remaining minority shareholders, in the context of a squeeze-out of the holders of securities provided for in Article 118i of the Law on Securities.
15      Korfin and Sempiola, minority shareholders of Slovnaft, brought an action seeking a declaration that that decision was invalid, claiming, inter alia, that MOL could not have a right of squeeze-out because it had not made a ‘takeover bid’, within the meaning of Article 2(1)(a) of Directive 2004/25, to all the holders of Slovnaft securities, contrary to the requirements of Article 15(1) of that directive.
16      Korfin and Sempiola did not dispute the fact that that decision had been preceded by an offer made by MOL to purchase the shares in Slovnaft, which was valid from 10 May to 18 July 2019. They maintained, however, that that offer did not satisfy the conditions required to be classified as a ‘takeover bid’ within the meaning of Article 2(1)(a) of that directive. First, MOL acquired a controlling interest in Slovnaft long before that offer was made, with the result that it cannot be regarded as a mandatory bid for the purposes of Article 5(1) of that directive. Nor could that offer constitute a voluntary bid, since it did not pursue the objective of acquiring control over Slovnaft, which was already exercised by MOL prior to its offer being made.
17      By judgment of 13 December 2021, the Okresný súd Bratislava II (District Court, Bratislava II, Slovakia) dismissed the action brought by Korfin and Sempiola. That court held that the Slovak-language version of Article 2(1)(a) of Directive 2004/25 is imprecise in that it follows therefrom that a takeover bid is defined as a mandatory or voluntary public offer – other than by the offeree company itself – made to the holders of the securities of a company to acquire all or some of those securities, which results in or has as its objective the acquisition of control of the offeree company in accordance with national law. However, it follows from the Czech- and English-language versions of that provision that a voluntary bid may be made even after the offeror has acquired control of the company to which the offer relates.
18      The judgment of the Okresný súd Bratislava II (District Court, Bratislava II) was upheld on appeal by a judgment delivered on 1 March 2023 by the Krajský súd v Bratislave (Regional Court, Bratislava, Slovakia), against which Korfin and Sempiola brought an appeal before the Najvyšší súd Slovenskej republiky (Supreme Court of the Slovak Republic), which is the referring court. The latter court states that, in support of their appeal, Korfin and Sempiola submit that
it follows from a systematic and teleological interpretation of Directive 2004/25 that a mandatory bid must be made following the acquisition of a controlling interest in the offeree company, whereas a voluntary bid can be made at any time, but only in order to acquire a controlling interest in the offeree company.
19      In those circumstances, the Najvyšší súd Slovenskej republiky (Supreme Court of the Slovak Republic) decided to stay the proceedings and to refer the following question to the Court of Justice for a preliminary ruling:
‘Must Article 2(1)(a) of Directive [2004/25] be interpreted as meaning that a voluntary takeover bid can be made only if it has as its objective the acquisition of a controlling interest in the offeree company and, therefore, a voluntary takeover bid cannot be made by an entity which already has a controlling interest in the offeree company?
Admissibility of the request for a preliminary ruling
20      Slovnaft submits that the request for a preliminary ruling is inadmissible on the ground that the answer to the question posed by the referring court is not relevant to the resolution of the dispute in the main proceedings. It submits, in that regard, that Directive 2004/25 provides only for minimum harmonisation, so that it is open to the Member States to provide that a voluntary takeover bid may also be made by a shareholder already controlling the offeree company. It follows from Paragraph 114(1) of the Law on Securities
that a voluntary bid may be made by such a shareholder.
21      In that regard, it should be borne in mind that, according to settled case-law, questions on the interpretation of EU law referred by a national court in the factual and legislative context which that court is responsible for defining, and the accuracy of which is not a matter for the Court to determine, enjoy a presumption of relevance. The Court may refuse to rule on a question referred for a preliminary ruling from a national court only where it is quite obvious that the interpretation of EU law sought bears no relation to the actual facts of the main action or its purpose, where the problem is hypothetical, or where the Court does not have before it the factual or legal material necessary to give a useful answer to the questions submitted to it (judgment of 1 August 2025, Alace and Canpelli, C‑758/24 and C‑759/24, EU:C:2025:591, paragraph 38 and the case-law cited).
22      In the present case, the dispute in the main proceedings concerns the validity of a decision approving, following an offer made by the majority shareholder of a company with a view to the acquisition of that company’s shares, the transfer, to that shareholder, of all the shares held by the remaining minority shareholders, in the context of a squeeze-out. Directive 2004/25, which is the subject of the question referred for a preliminary ruling, contains Article 15, which relates specifically to the right of squeeze-out.
23      In those circumstances, it is not apparent that the interpretation of Directive 2004/25 that is sought bears no relation to the actual facts of the main action or its purpose or that the problem raised is hypothetical. The Court’s answer to the question referred to it might be necessary for the resolution of the dispute in the main proceedings, in particular for the purposes of assessing whether the provisions of Slovak law, namely Paragraph 114(1) and Paragraph 118i of the Law on Securities, on the basis of which the decision at issue in the main proceedings was adopted, comply with Directive 2004/25, and, where appropriate, for the purposes of interpreting those provisions in conformity with that directive.
24      Furthermore, Slovnaft’s argument that, in essence, Directive 2004/25 does not preclude Member States from providing, in their national law, for the possibility of squeeze-out without the conditions laid down in Article 15 thereof being satisfied, concerns the interpretation of that directive and, therefore, falls within the scope of the examination of the substance of the question referred for a preliminary ruling and not of its admissibility.
25      The reference for a preliminary ruling is therefore admissible.
Consideration of the question referred
26      By its question, the referring court asks, in essence, whether Article 2(1)(a) of Directive 2004/25 must be interpreted as meaning that an offer made to the holders of the securities of a company with a view to acquiring all or some of those securities constitutes a voluntary bid falling within the concept of a ‘takeover bid’, within the meaning of that provision, where it is made by an offeror who already controls the offeree company.
27      According to settled case-law, for the purpose of interpreting a provision of EU law, account must be taken not only of the wording of the provision in question, but also of the context in which it occurs, as well as the objectives and purpose pursued by the act of which it forms part (judgments of 17 November 1983, Merck, 292/82, EU:C:1983:335, paragraph 12, and of 30 October 2025, Pome, C‑398/24, EU:C:2025:843, paragraph 23).
28      In the first place, as regards the wording of Article 2(1)(a) of Directive 2004/25, it should be noted that that provision defines the concept of ‘takeover bid’ or ‘bid’ as a public offer, other than by the offeree company itself, made to the holders of the securities of a company to acquire all or some of those securities, whether it is a mandatory bid or a voluntary bid, ‘which follows or has as its objective the acquisition of control of the offeree company in accordance with national law’.
29      It follows from that definition that takeover bids, within the meaning of that provision, may be distinguished according to two categories of criteria. First, a bid may be mandatory or voluntary. Secondly, it may either be made following the acquisition of control of the offeree company or have as its objective the acquisition of such control.
30      It is not clear from that wording how the criteria falling within those two categories relate to one another. In particular, the question arises as to whether each of the criteria in the first category can be combined with only one or with both of the criteria in the second category.
31      It should be noted, moreover, that the referring court, as well as Slovnaft and the European Commission in their written observations submitted to the Court, drew attention to the fact that the wording of Article 2(1)(a) of Directive 2004/25 in its Slovak-language version differs from that used in other language versions of that provision, in so far as it defines a takeover bid, within the meaning of that provision, as an offer ‘which follows or has as its objective the acquisition of control of the offeree company in accordance with national law’, which appears to exclude from that definition an offer that occurs following the acquisition of that control.
32      It should also be noted that the German-language version of Article 2(1)(a) of Directive 2004/25 uses, to designate an offer that is made following the acquisition of control over the offeree company, the verb ‘sich … anschließt’, which suggests a certain temporal proximity between the acquisition of control and the making of the offer. That wording thus appears to exclude from the definition of the concept of ‘takeover bid’, within the meaning of that provision, an offer for the acquisition of all or some of the securities of the offeree company, submitted by the offeror at a time more or less far removed from the acquisition of control of that company.
33      As regards the divergences between the various language versions of Article 2(1)(a) of Directive 2004/25, as referred to in paragraphs 31 and 32 above, it must be borne in mind that, according to settled case-law, the wording used in one language version of a provision of EU law cannot serve as the sole basis for the interpretation of that provision, or be made to override the other language versions. Provisions of EU law must be interpreted and applied uniformly in the light of the versions existing in all languages of the European Union. Where there is a divergence between the various language versions of an EU legislative text, the provision in question must be interpreted by reference to the purpose and general scheme of the rules of which it forms part (judgments of 27 October 1977, Bouchereau, 30/77, EU:C:1977:172, paragraph 14, and of 30 April 2025, Celní jednatelství Zelinka, C‑330/24, EU:C:2025:296, paragraph 19 and the case-law cited).
34      Therefore, given that, for the reasons set out in paragraphs 29 to 32 above, it is not possible to answer the question referred by the referring court solely on the basis of the wording of Article 2(1)(a) of Directive 2004/25, it is also necessary to take into account the context of that provision and the objective pursued by that directive.
35      Thus, as regards, in the second place, the context of Article 2(1)(a) of that directive, it is necessary, first, to take account of Article 5 of that directive. Article 5(1) requires Member States to ensure that a natural or legal person who, as a result of his or her acquisition or the acquisition by persons acting in concert with him or her, holds securities of a company falling within the scope of Directive 2004/25, which, added to any existing holdings of those securities of his or hers and the holdings of those securities of persons acting in concert with him or her, directly or indirectly give him or her a percentage of voting rights in that company, giving him or her control of that company, is required to make, at the earliest opportunity, to all the holders of securities of the offeree company, a takeover bid for all their holdings at the equitable price defined in Article 5(4).
36      Article 5(1) of that directive thus provides for a mandatory takeover bid following the acquisition of control of the offeree company. It is the only mandatory bid provided for by that directive, since no other provision of that directive imposes such an obligation. It follows that a mandatory takeover bid, within the meaning of Article 2(1)(a) of that directive, occurs following the acquisition of control of the offeree company and cannot have as its objective the acquisition of control of that company.
37      Furthermore, Article 5(2) of Directive 2004/25 provides that, where control of the offeree company has been acquired following a voluntary bid made in accordance with that directive to all the holders of securities for all their holdings, the obligation laid down in paragraph 1 of Article 5 to launch a bid no longer applies. It is apparent from the wording of that provision that the voluntary takeover bid that it envisages is an offer which has as its objective the acquisition of control of the offeree company and which has actually resulted in the acquisition of that control.
38      Secondly, account must also be taken, for the purposes of the contextual interpretation of Article 2(1)(a) of Directive 2004/25, of Article 15 of that directive, paragraph 4 of which provides that if the offeror wishes to exercise his or her right, set out in paragraph 2 of Article 15, to require all the holders of the remaining securities to sell him or her those securities at a fair price, he or she is required to do so within three months of the end of the time allowed for acceptance of the bid referred to in Article 7 of that directive.
39      That period would be deprived of any practical effect if it were accepted that the person who controls a company falling within the scope of Directive 2004/25 may, at any time following the acquisition of that control, make a voluntary bid, within the meaning of Article 2(1)(a) of that directive, with a view to acquiring the remaining securities of that company. If that person refrained from exercising his or her right of squeeze-out of holders of securities within the period laid down in Article 15(4) of that directive, it would be sufficient for that person to make a new voluntary bid in order to trigger a new period for the exercise of that right.
40      The considerations set out in paragraphs 35 to 39 above therefore support an interpretation according to which a voluntary bid, within the meaning of Article 2(1)(a) of Directive 2004/25, must be understood as being an offer which has as its objective the acquisition of control of the offeree company and cannot, consequently, constitute an offer submitted following the acquisition of that control.
41      In the third place, that interpretation is borne out by the objective pursued by that directive.
42      As the Netherlands Government and the Commission submitted in their observations, it is apparent from the second part of Article 3(1)(a) of that directive and from recitals 2 and 9 thereof that that directive seeks to ensure the protection of shareholders of companies falling within its scope where those companies are the subject of an acquisition of control or a public offer which has as its objective the acquisition of their control.
43      By contrast, it should be noted that, in the absence of a change of control, the protection of minority shareholders does not fall within the objectives pursued by Directive 2004/25.
44      In that regard, it should be noted, first, that Article 3(2) of that directive classifies, in point (a) thereof, the requirements set out in that directive as ‘minimum’ requirements and, in point (b) thereof, allows Member States to lay down additional conditions and provisions more stringent than those of that directive for the regulation of bids.
45      Secondly, recital 24 of Directive 2004/25 states that, as regards the squeeze-out procedure of holders of the remaining securities of a company and the sell-out procedure of those securities, which do not satisfy the conditions laid down, respectively, in Articles 15 and 16 of that directive, Member States may continue to apply their national rules in that regard.
46      It is therefore open to the Member States to provide, in their national law, that a shareholder who already holds control of a company may make an
offer for the acquisition of the remaining shares of that company and, subsequently, require the remaining shareholders to sell him or her their shares in the context of a squeeze-out of the holders of securities.
47      In the present case, it is for the referring court, which alone has jurisdiction to interpret its national law, to determine whether the provisions of Slovak law applicable to the dispute in the main proceedings must be interpreted as allowing such an offer to be made by such a shareholder and, subsequently, a decision requiring the squeeze-out of the holders of those securities to be adopted in favour of that shareholder.
48      In the light of all the foregoing considerations, the answer to the question referred is that Article 2(1)(a) of Directive 2004/25 must be interpreted as meaning that an offer made to the holders of the securities of a company with a view to acquiring all or some of those securities does not constitute a voluntary bid falling within the concept of ‘takeover bid’, within the meaning of that provision, where it is made by an offeror who already controls the offeree company.
Costs
49      Since these proceedings are, for the parties to the main proceedings, a step in the action pending before the referring court, the decision on costs is a matter for that court. Costs incurred in submitting observations to the Court, other than the costs of those parties, are not recoverable.
On those grounds, the Court (Fifth Chamber) hereby rules:
Article 2(1)(a) of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids
must be interpreted as meaning that an offer made to the holders of the securities of a company with a view to acquiring all or some of those securities does not constitute a voluntary bid falling within the concept of ‘takeover bid’, within the meaning of that provision, where it is made by an offeror who already controls the offeree company.
[Signatures]
*      Language of the case: Slovak.