Public Takeovers in Germany

Our “Public Takeovers in Germany” newsletter provides an overview of public takeovers carried out in Germany in 2019 under the German Securities Acquisition and Takeover Act (WpÜG) and of recent developments in German public takeover law. As a global law firm, we are constantly observing the M&A markets in Germany and abroad. We would like to share our insights with you in this newsletter.

The main part of this newsletter presents a statistical overview of the public takeovers executed in Germany in 2019 under the WpÜG. This overview is based on the database of German takeover bids published by the German Federal Financial Supervisory Authority (BaFin). In addition, we have analyzed the management statements published by the management boards and supervisory boards of the target companies. Wherever a public offer was amended, our analysis reflects only the data from the final version of the offer, unless indicated otherwise. 

In the “Profile” section we showcase in more detail what we consider the most noteworthy public takeover bid of the past calendar year in Germany. In 2019, this undoubtedly was the takeover battle over OSRAM Licht AG. 

Finally, we discuss the recent legal developments which are relevant for the German takeover market. In this edition, we will first discuss the revision of sec. 26 WpÜG which was caused by the OSRAM takeover and came into force on 1 January 2020. We will then discuss the judgment issued by the District Court (Landgericht) of Frankfurt in connection with the STADA AG takeover, which addresses potential rectification claims arising from subsequent acquisitions within the meaning of sec. 31 paras. 5 and 6 WpÜG. Lastly, we will analyze the judgment of the District Court Munich I which, against the background of the merger of Linde AG and Praxair Inc., assessed the question of whether the conclusion of a business combination agreement is subject to the unwritten competence of the general meeting.

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