Takeover bid

A public offer by a bidder aimed at acquiring or controlling a stock corporation or a partnership limited by shares (the attempt to buy a company, either in a hostile or friendly manner). – In Germany, such offers have been subject to the provisions of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) since 2002 and, with respect to banks, are also subject to regulatory supervision. The purpose of the Act is to eliminate as far as possible in the takeover process the characteristic risks posed by the bidder’s circumstances – such as the break-up of the target company, transfer of the registered office to a distant foreign country, dismissal of the workforce – without, however, depriving the German economy of the opportunities associated with mergers and acquisitions, such as synergy effects (the ability of the two combined firms to be more successful than the sum of their market potential as a result of the merger) or anchoring in foreign markets. – Mandatory offers (§ 35 WpÜG), voluntary takeover offers (§ 29 WpÜG) and other acquisition offers (§ 10 WpÜG) are published on the website of the German Federal Financial Supervisory Authority. – See defensive measure, shareholder vote chase, share swap takeover, charging, blitzkrieg-.
Takeover bid, bidder, buy out, acquisition offer, suitor, mergers and acquisitions,
poison pill, greenmail, concentration price, war chest, macaroni defense, MaterialAdverse-Change clause, persons, acting in concert, mandatory offer, raider, knight, white, spin-off, squeeze-out, voting rights database, synergy potential, trade sale, deadwood, transaction bonus, takeover, hostile, takeover announcement, takeover appeal, exchange offer, Vulture Fund, grant. – Cf. 2001 Annual Report of the Federal Office for Securities Trading, p. 38 ff, BaFin Annual Report 2002, p. 171 ff. (p. 173: scheme of procedure), BaFin Annual Report 2004, p. 187 (insider offences in takeovers), p. 188 (overview of price effects in takeovers), p. 202 ff. (overview; individual cases), BaFin Annual Report 2005, p. 171 (list), p. 172 ff. (number of takeover bid procedures; individual cases), BaFin Annual Report 2006, p. 147 (Takeover Directive Implementation Act), p. 181 ff. (procedures; BaFin database; problems with takeover bids for companies also listed on the U.S. stock exchange), BaFin Annual Report 2009, p. 201 (BaFin monitors transparency in corporate takeovers), BaFin’s 2010 Annual Report, p. 217 ff. (focal points of supervision; flow chart; individual cases), and the respective BaFin Annual Report, chapter “Supervision of Securities Trading and Investment Business,” ECB Monthly Report of October 2008, p. 75 ff. (cross-border bank mergers; detailed presentation; many overviews), BaFin’s 2012 Annual Report, p. 199 f. (necessary offer conditions).

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University Professor Dr. Gerhard Merk, Dipl.rer.pol., Dipl.rer.oec.
Professor Dr. Eckehard Krah, Dipl.rer.pol.
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