WpÜG

WpÜG stands for Wertpapierübernahmegesetz, the German Takeover Act. It provides the regulatory framework for public takeover offers involving German listed companies. Enacted in 2002 and subsequently aligned with EU directives, the law aims to safeguard minority shareholders and ensure fair treatment in corporate control transactions.

The act applies to offers for shares in a company whose securities are admitted to trading on a German market. A key feature is the threshold-based obligation: when a bidder or a bidding group reaches or exceeds 30 percent of voting rights, a mandatory offer to all remaining shareholders generally becomes required. The WpÜG also restricts creeping acquisitions that would circumvent the obligation to make an offer and requires that offers are extended on equal terms to all shareholders.

Offer content and process are governed by the statute and supervisory practice. The bidder must file an information document and an offer with BaFin (the Federal Financial Supervisory Authority) and publish the offer publicly. The bid must specify terms, conditions, and the consideration offered. The price must be fair and not disadvantage minority shareholders; in practice, the price is assessed against benchmark prices and recent transaction data. BaFin reviews offers for compliance and can require changes before the bid proceeds.

After an offer, the WpÜG contains provisions on post-offer steps, including the possibility of a squeeze-out when a bidder holds a supermajority (typically around 95 percent of voting rights). Delisting of the company and related minority protections are also addressed under the act, subject to regulatory and legal requirements.

BaFin enforces the WpÜG, and disputes may be resolved in courts. The law has been amended several times to maintain alignment with EU takeovers standards.