Germany is reviewing potential amendments to its takeover law to prevent repeat occurrences of UniCredit SpA’s stealth acquisition of Commerzbank AG, where derivatives were used to build a large stake discreetly. Lawmakers are considering raising disclosure requirements for derivative-based stake-building and introducing a second mandatory offer threshold when an acquirer’s stake exceeds 50%, in addition to the current 30% trigger. Under existing rules, a mandatory bid is required only once, at the 30% stake level.
The Federal Ministry of Finance confirmed it is reviewing whether legal changes are needed, though the review is not yet complete. The debate follows UniCredit’s successful takeover of Commerzbank despite opposition from the bank and the German government, which still holds about 13% from a financial crisis bailout. Berlin criticized UniCredit’s approach as hostile, aggressive, and opaque.
Germany previously reformed its takeover framework in 2011 after Porsche’s attempted takeover of Volkswagen AG, tightening disclosure rules for cash-settled derivatives but not changing the 30% threshold. Introducing a 50% trigger would align Germany with countries like Finland and align partially with the UK takeover code, where further stake increases between 30% and 50% may require additional offers. Commerzbank CEO Bettina Orlopp has privately blamed current German takeover law for enabling such tactics, while the bank believes most tendered shares came from UniCredit counterparties acting on economic, not deal-specific, rationale.
Source: Bloomberg Markets · Summarized by HeadlinesBriefing