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 of a subsidiary of Tokyo-based Nikon Corporation to the shareholders of the German SLM Solutions Group AG. This offer draws particular attention because its closing and consummation are subject to the obtainment of foreign direct investment control (FDI) approvals in several jurisdictions – at a time when national security considerations appear to be gaining influence in the FDI review of transactions. We also use this opportunity for a look at previous offer proceedings under the WpÜG that lapsed due to the offeror’s failure to obtain FDI clearance.