Exclusion of the remaining shareholders

(1) After a takeover offer or mandatory offer, the remaining voting shares must, on application by the offeror to whom shares of the target company amounting to at least 95 per cent of the voting share capital belong, be transferred to it by court order against the grant of adequate compensation. Where the offeror also holds shares amounting to 95 per cent of the share capital of the target company, the remaining non-voting preference shares must also be transferred to it on application.
(2) Section 16(2) and (4) of the Stock Corporation Act applies accordingly to determining the required shareholding threshold under subsection (1).
(3) The type of compensation must correspond to the consideration of the takeover offer or mandatory offer. A monetary payment must always be offered as an alternative. The consideration granted under the takeover offer or mandatory offer is deemed adequate compensation where the offeror has, on the basis of the offer, acquired shares amounting to at least 90 per cent of the share capital affected by the offer. The acceptance rate must be determined separately for voting shares and for non-voting shares.
(4) An application for transfer of the shares under subsection (1) must be made within three months after expiry of the acceptance period. The offeror may make the application where the takeover offer or mandatory offer has been accepted to an extent such that, on the later completion of the offer, it will hold shares amounting to at least the proportion of the voting or of the total share capital of the target company required for exclusion.
(5) The application is decided exclusively by the Regional Court of Frankfurt am Main.
(6) Sections 327a to 327f of the Stock Corporation Act do not apply, after an application has been made, until the exclusion proceedings have become final.