Aves: So by squeeze-out an acquirer would go directly to the shareholders and bypass the BOD?
An acquirer would have to go to the company first in order to not be regarded as hostile, which would otherwise automatically bring the SRP into effect as soons as the acquirer controls 20% or more of the shares. However, this doesn't rule out a hostile take-over per se, but would make it much, much more expensive.
Anyway, with or without management consent, each shareholder decides on his own whether to accept the offer or not, whether to sell to the acquirer or not.
As an example let's say after the offering period the acquirer controls 80% of the shares. Then he effectively controls the company and makes all the business decisions. However, he still has the duty of public disclosure, he cannot delist the company, he cannot take the company private. And of course he would have to pay the same dividends per share to the remaining 20% as are being paid to his own 80%.
If he wants to go private and delist, he would have to own 100% of the shares. However, he cannot force the remaining shareholders to sell theirs shares to him unless he controls 90% or more. He would have to make a really good offer to motivate enough shareholders to sell their shares voluntarily until he has at least 90%. Then (and only then) he can force the remaining shareholders to sell ("squeeze-out").
He would still have to pay them an adequate price, of course. This procedure might lead to long-standing court proceedings, because the acquirer and the remaining shareholders might have quite different opinions about the meaning of the word "adequate".
