Definitions

(1) Offers are voluntary public offers to purchase or exchange, or public offers to purchase or exchange made pursuant to an obligation under this Act, to acquire securities of a target company.
(1a) European offers are offers to acquire securities of a target company within the meaning of subsection (3), no. 2, that qualify, under the law of the state of the European Economic Area in which the target company has its seat, as offers within the meaning of Article 2(1)(a) of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids (OJ EU L 142, p. 12).
(2) Securities are, even where no certificates are issued for them, 1. shares, securities comparable to shares, and certificates representing shares, 2. other securities whose subject matter is the acquisition of shares, of securities comparable to shares, or of certificates representing shares.
(3) Target companies are 1. stock corporations or partnerships limited by shares with a domestic seat, and 2. companies with a seat in another state of the European Economic Area.
(4) Offerors are natural or legal persons, or legally capable partnerships, that make an offer, alone or jointly with other persons, intend to do so, or are obliged to do so.
(5) Persons acting in concert are natural or legal persons who coordinate their conduct with the offeror, on the basis of an agreement or otherwise, with regard to their acquisition of securities of the target company or their exercise of voting rights from shares of the target company. Persons acting in concert with the target company are natural or legal persons who coordinate, on the basis of an agreement or otherwise, acts to prevent a takeover offer or mandatory offer with the target company. Subsidiaries are deemed to act in concert with the person controlling them and with one another.
(6) Subsidiaries are undertakings that qualify as subsidiaries within the meaning of section 290 of the Commercial Code, or over which a controlling influence can be exercised, regardless of legal form or seat.
(7) Organised market means the regulated market of a domestic stock exchange and the regulated market within the meaning of Article 4(1), point 14 of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC (OJ EU L 145, p. 1) in another state of the European Economic Area.
(8) The European Economic Area comprises the states of the European Communities and the states of the Agreement on the European Economic Area.
(9) Working days are all calendar days except Saturdays, Sundays and statutory public holidays.