Exchange offer also exchange offer

In principle, any company is free to make exchange offers to the holders of securities – such as shares, bonds, fund units or certificates – of another company. Custodian banks are also contractually obligated to transmit such offers to their customers. – Insofar as the provisions of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) are relevant for such offers, an offer document must be prepared in accordance with this Act, the publication of which must be approved by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungen). However, the provisions of the WpÜG do not have to be applied to date in the case of securities that are not traded on a stock exchange or are only included in the Regulated Unofficial Market of German stock exchanges. – An exchange offer regularly constitutes a public offer of securities for which the
provisions of the German Securities Prospectus Act (WpPG) are relevant. However, the Federal Financial Supervisory Authority may exempt from the requirement for a prospectus if the sale price or exchange value of all the securities offered is less than EUR 100,000 over a period of twelve months. – Since around 2000, dishonest exchange offers have been on the increase. Disappointed buyers of worthless securities are offered by telephone or via the Internet to exchange them for supposedly better securities. In almost all cases, however, the securities offered for exchange are also worthless. In addition the allegedly favorable exchange offer is still attached to the condition that the investor does not leave it with the pure exchange. Rather it must buy still further pieces of the worthless paper in addition, which can be exchanged. The German Federal Financial Supervisory Authority has repeatedly warned against such fraudulent transactions. – See bond, perpetual equity offerings, complex financial history, information, asymmetric, market manipulation, private placement, prospectus database, EU prospectus legislation, register for qualified investors, takeover offer, Securities (Sales) Prospectus Act. – Cf. BaFin Annual Report 2009, p. 197 (legal situation; dishonest exchange offers).

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University Professor Dr. Gerhard Merk, Dipl.rer.pol., Dipl.rer.oec.
Professor Dr. Eckehard Krah, Dipl.rer.pol.
E-mail address: info@ekrah.com
https://de.wikipedia.org/wiki/Gerhard_Ernst_Merk
https://www.jung-stilling-gesellschaft.de/merk/
https://www.gerhardmerk.de/