Public Takeovers in Germany Newsletter 2024

The seventh edition of our “Public Takeovers in Germany” newsletter provides an overview of public takeovers carried out in Germany in 2023 under the German Securities Acquisition and Takeover Act (WpÜG).

Dear Sir or Madam,

Dear clients,

Welcome to our yearly newsletter "Public Takeovers in Germany".

Our newsletter provides among other things a statistical analysis of public takeovers in Germany during the year of 2023.

Further we showcase what we consider to be the most noteworthy public takeover bids of the past year in Germany. In 2023, this undoubtedly were (i) the takeover offer and the subsequent delisting purchase offer regarding va-Q-tec AG by Fahrenheit AcquiCo GmbH and (ii) the largest takeover in terms of offer volume in 2023, i.e. the takeover of Vitesco Technologies Group AG by Schaeffler AG.

Finally, we discuss current legal developments which are relevant for the German public takeover market. This newsletter first discusses the judgement issued by the German High Court of Justice (Bundesgerichtshof, "BGH") on 13 December 2022 (Case No. II ZR 9/21; II ZR 14/21 – "Postbank II") on the attribution of voting rights in the case of protection of interest clauses in the context of the takeover of Deutsche Postbank AG by Deutsche Bank AG. Furthermore, we discuss the judgment of the BGH of 23 May 2023 (Case No. II ZR 219/21), in which the BGH classified a compensation agreement concluded by the bidder with a shareholder of STADA in connection with the STADA Arzneimittel AG takeover as a price-relevant subsequent acquisition. We also discuss the the new administrative practice of BaFin with regard to non-consideration decisions pursuant to sec. 36 WpÜG. Finally, we summarize the most important takeover law implications of the German Financing for the Future Act (Zukunftsfinanzierungsgesetz) (in force since 11 December 2023, Federal Law Gazette 2023 I No. 354).

Dr. Tim Oliver Brandi, LL.M. (Columbia), Dr. Mike Karl Schmidt, Simon Kiefer, LL.M. (Edinburgh), Julia Dingeldey and Irina Matevosyan