Publication of the decision to make an offer

(1) The offeror must publish its decision to make an offer without delay in accordance with subsection (3), first sentence. The obligation under the first sentence also exists where the decision under the first sentence requires a resolution of the offeror's general meeting and no such resolution has yet been passed. BaFin may, on application, permit the offeror, by way of derogation from the second sentence, to publish only after the resolution of the general meeting, where the offeror ensures, through suitable precautions, that no market distortions are to be feared as a result.
(2) The offeror must, before publication, notify the decision under subsection (1), first sentence, to 1. the management of the stock exchanges on which securities of the offeror, the target company and other companies directly affected by the offer are admitted to trading, and 2. the management of the stock exchanges on which derivatives within the meaning of section 2(3) of the Securities Trading Act are traded, insofar as the securities are the subject matter of the derivatives, 3. (repealed). The management concerned may use the decisions notified to it under the first sentence, before publication, only for the purpose of deciding whether the determination of the stock-exchange price is to be suspended or discontinued. BaFin may permit offerors resident or with a seat abroad to make the notification under the first sentence simultaneously with the publication, where this does not impair the decisions of the management concerned on the suspension or discontinuation of the determination of the stock-exchange price.
(3) The publication of the decision under subsection (1), first sentence must be made 1. by notice on the internet, and 2. through an electronically operated information-dissemination system that is widely used among credit institutions, financial services institutions, securities institutions, undertakings active under section 53(1) of the Banking Act, other undertakings that have their seat domestically and are admitted to participate in trading on a domestic stock exchange, and insurance undertakings, in the German language. In doing so the offeror must also state the address at which the offer document will be published on the internet under section 14(3), first sentence, no. 1. Publication in any other manner may not be made before the publication under the first sentence.
(4) The offeror must send the publication under subsection (3), first sentence without delay to the management of the stock exchanges covered by subsection (2), first sentence, nos. 1 and 2, and to BaFin. This does not apply, with regard to the management of the stock exchanges covered by subsection (2), first sentence, nos. 1 and 2, insofar as BaFin has permitted, under subsection (2), third sentence, the notification under subsection (2), first sentence to be made simultaneously with the publication.
(5) The offeror must notify the management board of the target company in writing, without delay after the publication under subsection (3), first sentence, of the decision to make an offer. The management board of the target company must inform the competent works council or, where none exists, the employees directly, without delay, of the notification under the first sentence. The offeror must likewise notify its competent works council or, where none exists, its employees directly, without delay after the publication under subsection (3), first sentence, of the decision to make an offer.
(6) Article 17 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ L 173, 12.6.2014, p. 1), in its current version, does not apply to decisions to make an offer insofar as they were published in observance of Article 2(1) of Commission Implementing Regulation (EU) 2016/1055 of 29 June 2016 laying down implementing technical standards with regard to the technical means for appropriate public disclosure of inside information and for delaying the public disclosure of inside information in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council (OJ L 173, 30.6.2016, p. 47), in its current version, and section 3a of the Securities Trading Notification Ordinance.