Pflichtangebot

Pflichtangebot, in corporate law, is a legally mandated public offer to acquire all outstanding shares of a listed company when an acquirer reaches or exceeds a predefined threshold of voting rights. The instrument is designed to protect minority shareholders by ensuring equal treatment and a fair price in the event of control-changing acquisitions.

In Germany, the obligation arises under the Securities Acquisition and Takeover Act (WpÜG). When an investor crosses the threshold of 30 percent of voting rights in a listed company (or otherwise gains control), they must launch a public offer to purchase the remaining shares on terms that apply to all shareholders. The offer is subject to disclosure and regulatory rules, and the price must be fair relative to the market and to prices paid by the bidder for shares in the relevant period, ensuring no discrimination between shareholders.

Key elements of a Pflichtangebot include the broad publication of the offer, equal treatment of all remaining shareholders, and clearly stated terms and conditions. The offer typically requires a formal prospectus or offer document and oversight by the relevant regulatory authorities, such as BaFin in Germany. Acceptance procedures and timeframes are governed by law and the offer documents.

The concept also exists in other German-speaking jurisdictions, where similar rules aim to protect minority investors during takeovers, though the threshold levels, price calculation methods, and procedural details can differ. In practice, Pflichtangebot serves as a central mechanism to balance corporate control with shareholder rights in public companies.