German Court Upholds €4.8M Shareholder Claims in 2017 STADA Takeover Dispute
The Higher Regional Court (OLG) has ruled in favour of former shareholders in two separate cases against a defendant involved in a 2017 takeover bid for STADA. The decisions, published today, confirm the enforceability of their financial claims. One case involves a Luxembourg-based asset manager seeking €4.708 million, while another concerns a private individual claiming nearly €140,000 plus interest.
The court rejected the defendant’s argument that the claims had expired under the statute of limitations, stating the defendant acted in bad faith by invoking this defence.
The disputes stem from an 'Irrevocable Commitment' made in 2017 between the bidder in STADA’s takeover and a major shareholder holding 13.26% of the company’s stock. This agreement required the bidder to pay a top-up amount of €8.15 per share to certain shareholders. However, the German financial regulator (BaFin) only disclosed the arrangement in 2023, after the bidder fulfilled its legal reporting obligations in August that year.
The OLG ruled that the plaintiff, a Luxembourg-based asset management firm, could not have known about the commitment before 2023. The court also found that the defendant’s delayed disclosure contributed to the delay in filing the claim. As a result, the firm is entitled to the €4.708 million difference, plus interest at nine percentage points above the base rate.
In a separate case, a private individual won a claim for nearly €140,000 plus interest. The OLG dismissed the defendant’s appeal, confirming that the claim had not lapsed due to the statute of limitations. The Federal Court of Justice (Bundesgerichtshof) had previously upheld similar claims for other former shareholders.
The OLG currently has 44 pending cases from former shareholders of the German pharmaceutical company, all asserting top-up claims against the same defendant. The rulings are not yet final and may still be challenged through an appeal on points of law.
The decisions reinforce the enforceability of claims tied to the 2017 STADA takeover. Former shareholders may now pursue similar cases, with the OLG already handling 44 additional claims. The rulings also highlight the consequences of delayed disclosure in financial agreements, as the defendant’s late reporting played a key role in the court’s reasoning.
