Foreign Direct Investment Review Regimes in Europe

Sector-specific approach
Cross-sector approach
Sensitive security areas such as defence and crypto-technology	All sectors, in particular “critical infrastructure“ such as energy, water, information technology, transport & traffic, healthcare, food, banks & insurers and media
Non-German buyer	Non-EU/Non-EFTA buyer
Direct & indirect acquisition of domestic companies (asset & share deals)	Direct & indirect acquisition of domestic companies (asset & share deal)
10% of target‘s voting rights	25% of target‘s voting rights; in the case of a critical infrastructure: 10% of target‘s voting rights

Applicable to Leifeld

Germany – Procedure and periods

• Relevant authority: German Federal Ministry for Economic Affairs and Energy (“BMWi“)
• Notification obligation for (i) sector-specific approach and (ii) critical infrastructure (no general notification obligation for cross-sector approach)
• Preliminary review: 3 months
• Formal (in-depth) review: 4 months (cross-sector)/3 months (sector-specific) (after receipt of all information)
• Prohibition requires the German government‘s approval
• Alternatively: Certificate of non-objection: 2 months
• Increases level of certainty and “fast track“
• In the Aixtron Case (2016) it was revoked after US intervention

BMWi initiated an in-depth review and intended to block the deal with the German government‘s approval

Cross-sector approach & clearance certificate

Cross-Sector Approach
Applicable to:	Non-EU/non-EFTA acquisitions (≥ 25% of the voting rights/≥ 10% for critical infrastructure)
Target:	All industries
Notification obligation:	Voluntary; mandatory for critical infrastructure only

Review process
Clearance/No prohibition
Prohibition/Order/
Remedies
In-depth review process
Certificate of non-objection
Notification obligation
1
2
2 months
4 months
3 months