Offer document

(1) The offeror must prepare and publish a document concerning the offer (offer document). The offer document must contain the particulars necessary to be able to decide on the offer in full knowledge of the facts. The particulars must be correct and complete. The offer document must be drawn up in the German language and in a form that facilitates its comprehension and evaluation.
(2) The offer document must contain the content of the offer and supplementary particulars. Particulars on the content of the offer are 1. the name or business name and address or seat, and, where it is a company, the legal form, of the offeror, 2. the business name, seat and legal form of the target company, 3. the securities that are the subject matter of the offer, 4. the type and amount of the consideration offered for the securities of the target company, 4a. the amount of the compensation offered for the withdrawal of rights under section 33b(4), 5. the conditions on which the effectiveness of the offer depends, 6. the beginning and end of the acceptance period. Supplementary particulars are 1. particulars on the necessary measures ensuring that the offeror will have available the funds necessary to fully satisfy the offer, and on the expected effects of a successful offer on the offeror's assets, financial position and earnings, 2. particulars on the offeror's intentions with regard to the future business activity of the target company and, insofar as affected by the offer, of the offeror, in particular the seat and location of material parts of the undertaking, the use of assets, future obligations, the employees and their representative bodies, the members of the management bodies, and material changes to employment conditions including the measures envisaged in that regard, 3. particulars on monetary payments or other benefits in money's worth granted or held out in prospect to members of the management board or supervisory board of the target company, 4. the confirmation under section 13(1), second sentence, stating the business name, seat and legal form of the investment services enterprise. (3) The offer document must state the name and address, and, in the case of legal persons or companies, the business name, seat and legal form, of the persons or companies assuming responsibility for the content of the offer document; it must contain a declaration by those persons or companies that, to the best of their knowledge, the particulars are correct and no material circumstances have been omitted.
(4) The Federal Ministry of Finance may, by statutory instrument not requiring the consent of the Bundesrat, 1. issue detailed provisions on the form and the particulars to be included in the offer document, and 2. prescribe further supplementary particulars, insofar as necessary to enable the recipients of the offer to form an accurate and complete judgement of the offeror, the persons acting in concert with it, and the offer.
(5) The Federal Ministry of Finance may transfer the authorisation under subsection (4), by statutory instrument, to BaFin.