Mergers and divisions

(1) CRR credit institutions, financial holding companies, and mixed financial holding companies must notify a planned merger or division to the supervisory authority and the Deutsche Bundesbank, with all necessary information, after adoption of the merger or division plan and before completion of the planned transaction, where the supervisory authority is the supervisory authority of the undertaking resulting from the planned merger or division. In the case of a planned division, the notification is to be addressed to the authority responsible for supervising the undertaking carrying out the division. The authorities under the first and second sentences are responsible for the assessment under subsection (11). The supervisory authority publishes on its website a list of the information required under the first sentence, and may, in agreement with the Bundesbank, specify there in more detail the manner of submission, and the type, form, and scope of the particulars and of the transmission under the first and second sentences. The information required must be proportionate to the nature and significance of the merger or division. Regard is to be had to the particular features of mergers or divisions in which all the undertakings involved belong to the same institutional protection scheme.
(2) By way of derogation from subsection (1), the supervisory authority is not obliged to carry out an assessment under subsection (11) where the planned transaction is a merger involving only CRR credit institutions, financial holding companies, or mixed financial holding companies of the same group.
(3) The assessment under subsection (11) is not carried out where the planned merger or division requires approval under section 32 or section 2f.
(4) The supervisory authority confirms receipt of the notification named in subsection (1), or of the additional information submitted under subsection (5), in text form, without delay, but in any case within ten working days of receipt. Where only CRR credit institutions, financial holding companies, or mixed financial holding companies of the same group are involved in the planned division or merger, the competent authority has 60 working days from the date of the confirmation, in text form, of receipt of the notification and of receipt of all necessary information, in which to carry out the assessment under subsection (11) (assessment period). The supervisory authority's confirmation of receipt states the date on which the assessment period expires.
(5) The supervisory authority may request additional information necessary to complete the assessment under subsection (11). Such a request is made in text form and lists the information required in detail. Where only CRR credit institutions, financial holding companies, or mixed financial holding companies of the same group are involved in the planned division or merger, the supervisory authority may request additional information up to no later than the 50th working day of the assessment period. In that case, the assessment period is suspended for the period from the time the supervisory authority requests the additional information until the response with all the requested information is received. This suspension may not exceed 20 working days. It is at the supervisory authority's discretion to request further additions or clarifications to the information submitted, but this does not lead to a suspension of the assessment period.
(6) The supervisory authority may extend the suspension named in subsection (5), fifth sentence, to at most 30 working days where
1. at least one of the undertakings involved in a division or merger under subsection (5), third sentence, is resident or regulated in a third country, or
2. carrying out the assessment under subsection (11) requires an exchange of information with the authorities responsible under Directive (EU) 2015/849, as amended on 31 May 2024, for the supervision of the undertaking involved in the division or merger under subsection (5), third sentence.
(7) A planned merger or division under subsection (1) may not be completed before the supervisory authority has issued a favourable opinion.
(8) The supervisory authority gives a favourable or unfavourable opinion, in text form, within two working days of completing its assessment, to the CRR credit institutions, financial holding companies, and mixed financial holding companies that submitted a notification under subsection (1), first sentence. The opinion must be reasoned. The undertakings named in the first sentence transmit the opinion to the authorities responsible for examining the planned transaction.
(9) Where the supervisory authority raises no objection, in text form, to planned divisions or mergers under subsection (4), second sentence, within the assessment period, the transaction is deemed approved by it.
(10) In a favourable opinion under subsection (8), the supervisory authority may provide for a limited period for carrying out the planned merger or division.
(11) The supervisory authority assesses a notification under subsection (1), together with all information required under subsection (1) and any information additionally requested under subsection (5), by reference to the following criteria:
1. the reliability of the CRR credit institutions, financial holding companies, or mixed financial holding companies involved in the planned merger or division,
2. the financial soundness of the CRR credit institutions, financial holding companies, or mixed financial holding companies involved in the planned merger or division, in particular with regard to the nature of the actual and planned business of the undertakings resulting from the planned transaction,
3. the ability of the undertakings resulting from the planned merger or division to comply with the supervisory requirements of Directive 2013/36/EU, as amended on 27 November 2024, of Regulation (EU) No 575/2013, and, where applicable, of other Union legal acts, in particular Directive 2002/87/EC, as amended on 13 December 2023, and Directive 2009/110/EC, as amended on 25 November 2015,
4. the assessment of whether the plan for implementing the planned merger or division is, from a supervisory perspective, realistic and sound, and
5. the absence of a justified suspicion that money laundering or the financing of terrorism, within the meaning of Article 1 of Directive (EU) 2015/849, as amended on 31 May 2024, is taking place, or may have taken place, in connection with the planned merger or division, or that these offences have been attempted, or that the planned transaction could increase the risk of such conduct. The plan for implementing the planned division or merger under the first sentence, point 4, is appropriately monitored by the competent authority until completion of the planned transaction.
(12) For the purpose of assessing the criterion set out in subsection (11), first sentence, point 5, the supervisory authority consults, in the course of its reviews, the authorities responsible under Directive (EU) 2015/849, as amended on 31 May 2024, for the supervision of the CRR credit institutions, financial holding companies, or mixed financial holding companies involved.
(13) The supervisory authority may give an unfavourable opinion on the planned merger or division only where the criteria set out in subsection (11), first sentence, are not met, or the information submitted by the CRR credit institutions, financial holding companies, or mixed financial holding companies involved is incomplete despite a request. With regard to the criterion set out in subsection (11), first sentence, point 5, an unfavourable opinion from the authorities responsible under Directive (EU) 2015/849, as amended on 31 May 2024, for the supervision of the CRR credit institutions, financial holding companies, or mixed financial holding companies involved, received by the supervisory authority within 30 working days of the original request, is duly taken into account by the supervisory authority in assessing the planned division or merger and may constitute a justified ground for prohibition.
(14) In its examination under subsection (11), the supervisory authority does not have regard to the economic needs of the market.
(15) In carrying out the assessment under subsection (11), the supervisory authority consults the authorities publicly entrusted with the supervision of other affected undertakings of the financial sector, where, besides the CRR credit institutions, financial holding companies, or mixed financial holding companies involved, one of the following undertakings is involved in the planned merger or division:
1. a credit institution, an insurance or reinsurance undertaking, an investment firm, or an asset management company, that is authorised in a Member State or economic sector other than that in which the planned division or merger is being carried out,
2. a parent undertaking of a credit institution, an insurance or reinsurance undertaking, an investment firm, or an asset management company, that is authorised in a Member State or economic sector other than that in which the planned merger or division is being carried out, or
3. a legal person that controls a credit institution, an insurance or reinsurance undertaking, an investment firm, or an asset management company, that is authorised in a Member State or economic sector other than that in which the planned division or merger is being carried out.
(16) The supervisory authority exchanges the information relevant for the assessment with the authorities consulted under subsection (15) without delay. It communicates all relevant information on request and transmits all necessary information of its own motion. The supervisory authority records in its opinion under subsection (8) all views or reservations of the authorities consulted under subsection (15). Where possible, the supervisory authority coordinates its assessment under subsection (11), first sentence, with the assessments of the authorities consulted under subsection (15), and drafts its opinion under subsection (8) coherently with the positions of the authorities consulted under subsection (15).
(17) The provisions of Regulation (EC) No 139/2004, as amended on 20 January 2004, and the provisions of the Transformation Act, remain unaffected.
(18) Subsections (1) to (17) do not apply to mergers and divisions resulting from the application of the Recovery and Resolution Act.