BaFin Did Not Ascertain Acting In Concert At Deutsche Börse

The fund companies around TCI (The Children´s Investment Fund Management (UK) LLP) did not coordinate their activities in a way that would have placed them under the legal obligation to submit a mandatory offer to the other shareholders of Deutsche Börse AG. This is the result of several months of investigations led by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht / BaFin).

"We investigated the case on the information that the fund companies were acting in concert to control Deutsche Börse", said Jochen Sanio, President of BaFin. "However, the statements provided by the parties involved did not provide sufficient proof that the fund companies coordinated their efforts to exert influence on Deutsche Börse's management and supervisory boards".

BaFin continued to say they did not ascertain facts to prove beyond doubt that the fund companies made coordinated efforts to exert strong and permanent influence on Deutsche Börse AG. Circumstantial evidence was not sufficient to confirm that the funds concerned had any further managerial interest or a common plan for Deutsche Börse AG.

Any person who owns more than 30% of the voting rights in a listed company is obliged to submit a mandatory offer to the remaining shareholders (sections 35, 29 (2) of the Securities Acquisition and Takeover Act / WpÜG). Pursuant to section 30 (2) WpÜG, the voting rights attached to shareholders acting in concert are likewise attributed to each of the individual shareholders involved. Shareholders who, in order to achieve their own objectives regarding a company, combine their efforts to exert influence on the company's managing or supervisory board, are considered to be acting in concert.