Process: BGH still sees open questions in the Postbank takeover

In the legal dispute with Deutsche Bank, former Postbank shareholders still need staying power.

Process: BGH still sees open questions in the Postbank takeover

In the legal dispute with Deutsche Bank, former Postbank shareholders still need staying power. In a hearing at the Federal Court of Justice (BGH), the presiding judge indicated that the Cologne Higher Regional Court (OLG) will probably have to deal with the investors' additional claims a third time. They accuse the Frankfurt money house of having made them an offer for their shares that was far too low when they took over the Postbank in Bonn.

The Karlsruhe judgment in two test cases is to be announced on December 13 (Az. II ZR 9/21 and others). According to Deutsche Bank's annual report, "a significant number of other lawsuits" are pending at the Cologne district court. Overall, it is therefore about additional claims of almost 700 million euros.

Deutsche Bank completely took over Postbank between 2008 and 2015. A voluntary takeover offer of EUR 25 per share was made to the shareholders in October 2010. It was accepted for more than 48 million shares - also by the plaintiffs.

When did Deutsche Bank take control?

The core question of the dispute is whether Deutsche Bank was in fact in charge of Postbank earlier. Then the money house would have had to submit a mandatory offer at this point in time. And before the financial crisis, the Postbank share price was significantly higher.

According to the law, the bidder has taken control if he holds at least 30 percent of the voting rights. Deutsche Bank originally agreed to acquire a minority stake of 29.75 percent with Deutsche Post in 2008 - just below the threshold. In addition, however, there was a complex network of agreements that was difficult to understand. According to the plaintiffs, the voting rights from the shares owned by Deutsche Post should have been attributed to Deutsche Bank at that time.

"The legal dispute is highly complex," said presiding judge Manfred Born at the start of the approximately two-and-a-half-hour hearing. Its senate had already announced a first judgment in 2014 and referred the matter back to the Cologne Higher Regional Court for more detailed examination. As a result, extensive negotiations were held there again, the judges heard new witnesses and had contracts presented to them. In the end, both lawsuits against the bank were dismissed in December 2020.

BGH: Not all questions answered yet

But that still doesn't seem to have been the last word: Born indicated that the top civil judges still see open questions. He also mentioned some points where the Higher Regional Court had misunderstood.

A spokesman for Deutsche Bank said that the BGH had "confirmed Deutsche Bank's position in key points" during the hearing. "We remain of the legal opinion that the lawsuits against Deutsche Bank are unfounded."

In one of the proceedings, the Effecten-Spiegel investor magazine, which held 150,000 Postbank shares, is arguing about an additional payment of almost 5 million euros. In the second method, claims from different shareholders are grouped together. The Cologne district court awarded these plaintiffs a total of more than 47 million euros in 2017. However, the Higher Regional Court later overturned this judgment.

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