GERMANY Trends and Developments Contributed by: Carsten Berrar, Peter Klormann and Lea Detambel, Sullivan & Cromwell LLP
edly falling to its lowest level in a decade. One nota - ble transaction was the sale of all shares in German corporate fitness platform Urban Sports to US-based corporate wellbeing platform Wellhub, reportedly val - ued at approximately EUR600 million. Aiming to enhance the German framework for VC investments, the German legislature finalised the Busi - ness Location Promotion Act ( Standortfördergesetz ) in 2025, which contains certain beneficial corporate law and tax changes. Among other things, the new law also enables the issuance of shares with a nominal value of EUR0.01 instead of EUR1 for the first time. AI technology companies remained a key driver of international VC markets and continued to attract significant funding, including in Germany. VC inves - tors also expanded their focus to sectors such as defence, as illustrated by investments in the German drone manufacturer Quantum Systems in late 2025, with a valuation exceeding EUR3 billion. Public M&A market Public-to-private trend Public takeover transactions aimed at the delisting of target companies (“P2P” or “public-to-private”) are subject to complex regulatory and procedural requirements. In addition, obtaining full control over a listed German target company can be more challeng - ing than in other jurisdictions. Nevertheless, financial investors have increasingly pursued public takeovers in recent years, and have become well versed in Ger - man takeover law. Sponsors are targeting underval - ued, often founder- or family-led companies, with existing shareholders frequently remaining invested alongside the sponsor through roll-over or similar joint venture structures. Examples in 2025 include CVC’s taking private of CompuGroup and Carlyle’s public takeover of SNP. The German takeover regulator (BaFin) approved 20 offer documents for public transactions in 2025, which is approximately one third less than in 2024. The year began with a significant transaction in the online fashion and wider e-commerce industry: the public takeover offer by DAX company Zalando for its competitor ABOUT YOU. Another notable strategic transaction is the pending public takeover of German
consumer electronics retailer Ceconomy by Chinese e-commerce group JD.com. For a delisting, German law requires a (second) pub - lic acquisition offer for all remaining shares to be launched. Such delisting offers have become a com - mon tool for bidders to increase their stake, aiming to achieve full ownership and control at the “back end” via a squeeze-out. While the number of delisting offers decreased year-over-year in 2025, the overall trend continues. In this context, the new Business Location Promo - tion Act ( Standortfördergesetz ), which entered into force in February 2026, has introduced higher legal uncertainty regarding the price determination in public delisting offers. While the stock market price (volume weighted average price over the six months prior to the offer announcement) generally remains the bench - mark for minimum consideration, it may no longer be solely determinative where special circumstances have caused the price to be unreasonably low. The practical relevance of these legal changes remains to be seen. Negotiated and unsolicited takeovers In Germany, most public takeovers are announced as “friendly” transactions based on negotiated agree - ments with the target company. These negotiations are often initiated by an interested bidder, who may or may not be initially welcomed by the target’s man - agement. In some cases, major shareholders or pub - lic companies also initiate an auction process, which results in a takeover offer (eg, in 2025, an auction pre - ceded Warburg Pincus’s takeover offer for German software company PSI). However, competitive and unsolicited approaches also remain part of the German public M&A landscape. The ongoing takeover battle between UniCredit and Commerzbank continues to attract significant public attention as UniCredit further increased its stake in 2025 and recently announced a takeover offer to sur - pass the 30% mandatory offer threshold. At the same time, the German bank’s management, employee rep - resentatives and the federal government continue to express clear opposition.
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