Germany's Federal Financial Supervisory Authority (BaFin) has issued a circular consolidating its administrative practice on selected issues under the German Securities Acquisition and Takeover Act, the related Offer Regulation and, where applicable, the Stock Exchange Act. The guidance covers offer procedures, consideration and minimum pricing, control acquisitions, mandatory-offer exemptions and target-company disclosures. It supersedes earlier BaFin guidance on mandatory-offer exemptions, share buybacks and target-company opinions, although individual decisions may differ and civil courts are not bound by BaFin’s interpretations. The circular confirms that an announced offer type and consideration are binding, including the form, amount and ratio of mixed consideration. Offer conditions generally must be outside the bidder’s exclusive control, while regulatory conditions may have a long-stop date that BaFin generally accepts for up to 12 months after the specified offer-results publication, subject to disclosure and safeguards for tendering shareholders. Exchange offers require a documented liquidity forecast based on historical trading data and the expected post-transaction capital and shareholder structure. BaFin also confirms that even a momentary crossing of the 30% control threshold generally triggers mandatory-offer obligations, although an exemption may be available, while shifts from indirect to direct control or joint to sole control do not require a new offer if control is maintained throughout. The guidance details when takeover-related exemptions extend to delayed regulatory approvals, indirect acquisitions and third parties, and clarifies disclosure duties for parallel and subsequent acquisitions. Target management and supervisory boards must publish a reasoned opinion, generally within two weeks of the offer document and within five bank working days after an offer amendment, addressing conflicts of interest and members’ intentions regarding their shares.

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