Scope of application

(1) This Act applies to offers to acquire securities issued by a target company and admitted to trading on an organised market.
(2) This Act applies to takeover offers and mandatory offers to acquire shares of a target company within the meaning of section 2(3), no. 1, whose voting shares are not admitted to trading on an organised market domestically but are admitted to trading on an organised market in another state of the European Economic Area, only insofar as it regulates control, the obligation to make an offer and derogating rules, the informing of the employees of the target company or of the offeror, acts of the management board of the target company that could prevent the success of an offer, or other company-law questions.
(3) This Act applies to offers to acquire securities of a target company within the meaning of section 2(3), no. 2, subject to section 11a, only under the following conditions:
1. it is a European offer to acquire voting securities, and
2.
a) the voting securities are admitted to trading on an organised market only domestically, or
b) the voting securities are admitted to trading on an organised market both domestically and in another state of the European Economic Area, but not in the state in which the target company has its seat, and aa) admission first took place on an organised market domestically, or bb) the admissions took place simultaneously, and the target company has chosen the Federal Financial Supervisory Authority (BaFin) as the competent supervisory authority. Where the conditions named in the first sentence exist, this Act applies only insofar as it regulates questions of consideration, of the content of the offer document, and of the offer procedure.
(4) The Federal Ministry of Finance is authorised, by statutory instrument not requiring the consent of the Bundesrat, to issue detailed provisions on the extent to which provisions of this Act are applicable in the cases of subsections (2) and (3).
(5) A target company within the meaning of section 2(3), no. 2, whose voting securities have been admitted to trading on an organised market simultaneously domestically and in another state of the European Economic Area, but not in the state in which it has its seat, must decide which of the supervisory bodies concerned is to be competent for supervising a European offer to acquire voting securities. It must publish its decision and transmit the publication to BaFin. The Federal Ministry of Finance is authorised, by statutory instrument not requiring the consent of the Bundesrat, to issue detailed provisions on the timing, content and form of the notification and the publication under the second sentence. The Federal Ministry of Finance may transfer the authorisation, by statutory instrument, to BaFin.