The Luxembourg Commission de Surveillance du Secteur Financier (CSSF) granted a derogation from the Takeover Law requirement to launch a takeover bid for the shares of Iris Financial S.A. (Iris SPAC) in the context of its business combination with Younited S.A. (Younited). The waiver applies to the parties identified as acting in concert who temporarily acquired control of Iris SPAC following their subscription of newly issued shares on 20 December 2024. The derogation was granted under Article 4(5) of the Law of 19 May 2006 on takeover bids, exempting the relevant parties from the Article 5(1) obligation. In granting the waiver, the CSSF pointed to the transparency of the transaction and related undertakings, shareholders’ ability to make an informed decision through the extraordinary general meetings convened to approve the business combination, the availability of an unlimited exit for Iris SPAC shareholders, and the temporary nature of the acting-in-concert arrangement, concluding that minority shareholder interests were sufficiently protected without applying Article 5(1).
Luxembourg Commission de Surveillance du Secteur Financier 2025-02-05
Luxembourg Commission de Surveillance du Secteur Financier waives mandatory takeover bid requirement for Iris SPAC in Younited business combination
The Luxembourg Commission de Surveillance du Secteur Financier granted a derogation from the Takeover Law, exempting parties acting in concert from launching a takeover bid for Iris Financial S.A. shares during its business combination with Younited S.A. The waiver, under Article 4(5) of the Law on takeover bids, was justified by transaction transparency, shareholder decision-making opportunities, and the temporary nature of the control arrangement, ensuring minority shareholder protection.