A guide to public takeovers in Germany

The guide addresses pre‑bid confidentiality and diligence gateways, offer structuring and pricing, documentation, timetable, and post‑offer tools including squeeze‑out, de‑listing, and DPLTAs. It also maps the regulatory landscape across merger control, foreign subsidies, and FDI screening.

Key highlights:

• De‑listing offers are now subject to court appraisal (Spruchverfahren), increasing the importance of consideration analysis and timeline planning.
• BaFin’s strict liquidity standard for share consideration and robust best‑price/minimum pricing rules require early focus on all aspects of the proposed consideration.
• The “Bidder’s Dilemma” persists around acceptance thresholds—necessitating strategy, investor engagement, and communications planning.
• Evolving “back‑end” dynamics after BGH rulings affect expectations on DPLTA/squeeze‑out compensation.
• EU FDI reforms expected in 2026 and the Foreign Subsidies Regulation add further notification and timing complexity.

For further insights or to discuss specific scenarios, please contact our Public M&A team.