The Morgan Lewis takeover monitor documents public tender offers in Germany for Morgan Lewis clients and interested persons. This issue covers published and announced current offers as of August 18, 2022.

PUBLIC TENDER OFFERS UNDER THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WpÜG): OFFERS, RESULTS, AND ANALYSES -

CURRENT OFFERS - The offeror of the current voluntary takeover offer for shares of Biofrontera AG appears to pursue a “low ball” strategy. Offerors who pursue such a low ball strategy tend to build up a shareholding in the target company close to the 30% control threshold and then issue an offer with no or only a small offer premium on the statutory minimum offer consideration. As a result, the offeror is able to pass the 30% control threshold without difficulty either through acceptance of the offer or through parallel acquisitions outside the offer. Consequently, the offeror is no longer obliged to make a mandatory offer if it later wishes to increase its shareholding in the target company. And even subsequent acquisitions off the market during the relevant period after the offer would only oblige the offeror to subsequently improve the offer consideration to those shareholders who tendered their shares.