Takeover Monitor: Current German Public Tender Offers | Issue 3

August 2022

Welcome to Morgan Lewis’s Takeover Monitor Germany. This publication aims to provide funds, public and private companies, and other entities involved in capital markets transactions with a regular documentation of current public tender offers under the German Securities Acquisition and Takeover Act (WpÜG).

With this issue, we supplement the documentation with respect to the current takeover offer to the shareholders of Biofrontera AG where the offeror pursues a “low ball” strategy by building up a shareholding in the target company close to the 30% control threshold and then issuing an offer with no or only a small offer premium on the statutory minimum offer consideration. We also use the opportunity for a look at the German takeover law rules providing that if a shareholders’ meeting is convened in connection with a public tender offer, the acceptance period for such public tender offer would be extended to 10 weeks from publication of the offer document, and the practice with regard to such convocations of shareholders’ meetings with the (sole) agenda item of discussing the respective public tender offer.