L 142/12 Official Journal of the European Union 30.4.2004 DIRECTIVE 2004/25/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 21 April 2004 on takeover bids (Text with EEA relevance) THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION, Having regard to the Treaty establishing the European Commu- nity, and in particular Article 44(1) thereof, Having regard to the proposal from the Commission (?), Having regard to the opinion of the European Economic and Social Committee (2), Acting in accordance with the procedure laid down in Article 251 of the Treaty (%), Whereas: (1) In accordance with Article 44(2)(g) of the Treaty, it is nec- essary to coordinate certain safeguards which, for the pro- tection of the interests of members and others, Member States require of companies governed by the law of a Mem- ber State the securities of which are admitted to trading on a regulated market in a Member State, with a view to mak- ing such safeguards equivalent throughout the Community. 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. It is necessary to create Community-wide clarity and trans- parency in respect of legal issues to be settled in the event of takeover bids and to prevent patterns of corporate restructuring within the Community from being distorted by arbitrary differences in governance and management cultures. In view of the public-interest purposes served by the cen- tral banks of the Member States, it seems inconceivable that they should be the targets of takeover bids. Since, for historical reasons, the securities of some of those central banks are listed on regulated markets in Member States, it is necessary to exclude them explicitly from the scope of this Directive. Each Member State should designate an authority or authorities to supervise those aspects of bids that are OJ C45E, 25.2.2003, p. 1. 0J € 208, 3.9.2003, p. 55. Opinion of the European Parliament of 16 December 2003 (not yet published in the Official Journal) and Council decision of 30 March 2004. governed by this Directive and to ensure that parties to takeover bids comply with the rules made pursuant to this Directive. All those authorities should cooperate with one another. In order to be effective, takeover regulation should be flex- ible and capable of dealing with new circumstances as they arise and should accordingly provide for the possibility of exceptions and derogations. However, in applying any rules or exceptions laid down or in granting any deroga- tions, supervisory authorities should respect certain gen- eral principles. Self-regulatory bodies should be able to exercise supervision. In accordance with general principles of Community law, and in particular the right to a fair hearing, decisions of a supervisory authority should in appropriate circumstances be susceptible to review by an independent court or tribu- nal. However, Member States should be left to determine whether rights are to be made available which may be asserted in administrative or judicial proceedings, either in proceedings against a supervisory authority or in proceed- ings between parties to a bid. 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 protec- tion by obliging the person who has acquired control of a company to make an offer to all the holders of that com- pany’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 off- eror does not acquire control of the company or the obli- gation to announce a bid at the same time as control of the company is acquired. The obligation to make a bid to all the holders of securities should not apply to those controlling holdings already in existence on the date on which the national legislation transposing this Directive enters into force. The obligation to launch a bid should not apply in the case of the acquisition of securities which do not carry the right to vote at ordinary general meetings of shareholders. Mem- ber States should, however, be able to provide that the obligation to make a bid to all the holders of securities