27 - Romania

Summary

Introduction

The Takeover Directive has been implemented in Romanian law in principle by the Capital Markets Law and in detail in the secondary legislation issued by the National Securities Commission (hereinafter ‘NSC’).

The first NSC regulation to implement certain provisions of the Takeover Directive was Regulation No. 13/2004, subsequently repealed and replaced by Regulation No. 1/2006.

Currently, the Takeover Directive has been theoretically fully implemented into Romanian law by means of NSC Regulation No. 1/2006, in force as of April 2006, as subsequently amended by NSC Regulation No. 31/2006, 4 in force as of January 2007.

Scope

Apart from the above NSC regulations, the key piece of legislation regulating takeover bids in Romania is the Capital Markets Law, which lays down the general rules applicable to takeover bids.

The Capital Markets Law contains general rules applicable to public offerings, as well as regulations specific to voluntary and mandatory public takeover bids, including squeeze-out and sell-out procedures. In the meaning of the Capital Markets Law, a public takeover bid is an offer of a person to purchase securities, addressed to all their holders, circulated by mass media or communicated via other means, ensuring an equal opportunity for securities holders to receive that information.

In accordance with the Capital Markets Law, its provisions are applicable only to operations and transactions carried out on Romanian territory.

In line with the provisions of the Takeover Directive, specific provisions are included in NSC Regulation No. 1/2006 with respect to the criteria which trigger the application of Romanian law in case of public takeover bids.