Art. 38

(Art. 135 paras. 1 and 4, 136 para. 2 FinMIA)

1. The duty to make an offer may not be made subject to conditions unless there is good cause for doing so.
2. Good cause is particularly present if:
   1. an official authorisation is required for the acquisition;
   2. the equity securities to be acquired do not procure voting rights; or
   3. the offeror wants the specifically mentioned economic substance of the target company to remain unchanged.