| Ad hoc Announcement in acc. with Article 17 (1) of the Market Abuse Regulation (MAR) Feldkirchen, 28th August 2025 MAQUET Medical Systems AG, registered office: Rastatt, Kehler Strasse 31, 76437 Rastatt (AG Mannheim HRB 719044), an indirect subsidiary of Getinge AB, Sweden, submitted a specified request on 28th August 2025 to Pulsion Medical Systems SE, registered office: Feldkirchen, Hans-Riedl-Str. 21, 85622 Feldkirchen (AG Munich HRB 192563), pursuant to Art. 9 para. 1 lit. c) ii) of the Regulation on the Statute for a European company (SE) in conjunction with Section 327a (1) 1 of the German Stock Corporation Act (AktG), that the General Meeting of Pulsion Medical Systems SE should pass a resolution at an extraordinary General Meeting to transfer the shares of the remaining shareholders of the company (minority shareholders) to MAQUET Medical Systems AG in return for an appropriate cash compensation (a so-called ‘squeeze-out under stock corporation law’). According to MAQUET Medical Systems AG, it holds, directly and indirectly, 95.69 % of the share capital of Pulsion Medical Systems SE after deduction of the number of the own shares of Pulsion Medical Systems SE. It is therefore the main shareholder within the meaning of Art. 9 para. 1 lit. c) ii) of the Regulation on the Statute for a European company (SE) in conjunction with Section 327a (1) sentence 1 AktG. MAQUET Medical Systems AG has determined the amount of the cash compensation at EUR 20.57 per share of Pulsion Medical Systems SE. The court-appointed expert auditor has already indicated that, from a current standpoint, it will confirm the cash compensation to be adequate. The squeeze-out under stock corporation law will only become effective once the approving resolution of the general meeting is passed and the transfer resolution is recorded in the commercial register at the registered office of Pulsion Medical Systems SE. Pulsion Medical Systems SE will separately announce the convening of an extraordinary convene the general meeting to resolve on the squeeze-out under stock corporation law, which is expected to take place on 17 October 2025. Pulsion Medical Systems SE Hans-Riedl-Str. 21 85622 Feldkirchen investor@pulsion.com |
29 August 2025
Pulsion Medical Systems SE: MAQUET Medical Systems AG submitted specified squeeze-out request and has determined the amount of the cash compensation for the transfer of the shares of the minority shareholders in Pulsion Medical Systems SE to be EUR 20.57
24 August 2025
Artnet AG Reports Half-Year 2025 Results: Signs of Stabilization Amid a Challenging Market Environment
Press Release
Berlin, August 20, 2025 – Artnet AG, the leading digital platform for data, marketplace, and media in the global art market, today announced its results for the first half of 2025. Despite ongoing economic headwinds, the company maintained its position as a vital infrastructure for collectors, galleries, and institutions, while advancing key strategic initiatives.
In the first half of 2025, Artnet generated revenues of EUR 9.84 million, representing a 12 percent decline compared to the prior-year period. Operating earnings (EBIT) came in at –1.3 million EUR, compared to –0.73 million in H1 2024. Operating cash flow improved significantly to EUR 1.30 million (H1 2024: EUR 0.21 million). As of June 30, 2025, liquidity stood at USD 0.07 per share.
Segment Performance
The marketplace business proved resilient, generating revenues of EUR 3.90 million, just 2.8 percent lower year-over-year. Private Sales were a standout, rising 78 percent. Auction highlights included works by Sam Francis (USD 400,000), Cindy Sherman (USD 250,000), and Keith Haring (USD 212,000).
The data segment posted revenues of EUR 2.92 million, down 10 percent due to technical issues with recurring payment systems, which have since been resolved. The media segment recorded the steepest decline, with revenues down 24 percent to EUR 3.03 million. Nevertheless, Artnet News remains the most widely read art publication globally, with more than 25 million pageviews, and continues to strengthen long-term partnerships with leading luxury brands such as Chanel, Cartier, and Range Rover.
Strategic Highlights
Artnet welcomed more than 13 million new users in the first half of the year, particularly across its core markets in the US, UK, Germany, Canada, and France. Key technology milestones included the launch of the Discovery Page, enabling more intuitive searches across the marketplace and price database, and progress on the AI-powered Chatbot, scheduled for release in the second half of 2025. The company also successfully transitioned its global payment infrastructure to Stripe.
Outlook
Management reaffirms its revenue guidance of EUR 20 to 24 million for the full year 2025, with an expected operating result of approximately –EUR 1.3 million. “We are confident that our diversified business model, combined with a strong focus on technology, innovation, and efficiency, provides the foundation for long-term, sustainable growth,” said CEO Jacob Pabst.
Subsequent Report
Following the reporting period, Leonardo Art Holdings GmbH published a voluntary takeover and delisting offer on July 8, 2025, amounting to EUR 11.25 per share. By the end of the acceptance period on August 5, 2025, Leonardo Art Holdings GmbH held approximately 97.17% of the total share capital of artnet AG. Furthermore, the Frankfurt Stock Exchange has confirmed the delisting of artnet as of August 22, 2025. Shareholders of artnet AG may still accept the takeover and delisting offer until August 22, 2025, at 24:00 (local time Frankfurt am Main).
To further strengthen liquidity, artnet also took out a loan of USD 2 million on July 16.
20 August 2025
artnet AG: Leonardo Art Holdings GmbH submits request for the implementation of a squeeze-out of the minority shareholders of artnet AG pursuant to Sections 327a et seq. of the German Stock Corporation Act (squeeze-out under stock corporation law)
Publication of inside information pursuant to Article 17 of Regulation (EU) No 596/2014
New York/Berlin, August 19, 2025 – Today, Leonardo Art Holdings GmbH has informed artnet AG ("Company") that it will own shares in the Company amounting to at least 97.33% and thus more than 95% of the Company’s share capital within the meaning of Section 327a of the of the German Stock Corporation Act (Aktiengesetz – "AktG") after the settlement of the current voluntary public takeover and delisting offer and the share purchase agreements concluded in connection with the offer.
Against this background, Leonardo Art Holdings GmbH has today requested the Company’s management board to initiate a resolution of the Company’s shareholders’ meeting on the transfer of the shares of the Company’s remaining shareholders ("Minority Shareholders") to Leonardo Art Holdings GmbH against payment of an appropriate cash compensation in accordance with Sections 327a et seq. AktG ("Squeeze-Out under Stock Corporation Law").
The amount of the cash compensation to be granted to the Minority Shareholders has not yet been determined. It will be determined by Leonardo Art Holdings GmbH based on the valuation work still to be completed and will be communicated to the Company separately in a second specified transfer request by Leonardo Art Holdings GmbH ("Specified Transfer Request"). The appropriateness of the determined cash compensation will be reviewed by an expert auditor to be selected and appointed by the Berlin Regional Court.
Following receipt of the Specified Transfer Request by the Company, the shareholders’ meeting can be convened to adopt the transfer resolution (Übertragungsbeschluss). The Company will provide information on the date of the shareholders’ meeting in accordance with the statutory requirements.
The Squeeze-Out under Stock Corporation Law becomes effective upon registration of the transfer resolution with the Company’s commercial register. Upon registration of the transfer resolution with the commercial register, all shares in the Company held by the Minority Shareholders will be transferred to Leonardo Art Holdings GmbH.
11 August 2025
Leonardo Art Holdings GmbH: Beowolff Capital Secures 97.17% of all artnet Shares – Additional Acceptance Period Ends on August 22
Corporate News
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION
- Beowolff Capital secured c. 97.17% of artnet’s entire share capital at the end of the acceptance period
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION
- Beowolff Capital secured c. 97.17% of artnet’s entire share capital at the end of the acceptance period
- Additional acceptance period allows shareholders to accept the attractive all-cash offer of €11.25 per artnet share until August 22, 2025
- Delisting is expected to take effect at the end of the additional acceptance period and will result in significantly reduced liquidity and tradability of artnet shares
- Managing Board and Supervisory Board of artnet recommend shareholders accept the offer and Beowolff Capital remains committed to supporting artnet’s long-term growth
London, U.K. – August 8, 2025: Leonardo Art Holdings GmbH, an investment vehicle advised by Beowolff Capital Management Ltd. (collectively, “Beowolff Capital”), today announced that 1,531,983 artnet shares were tendered into the voluntary public takeover and delisting offer (the “Offer”) for artnet AG (“artnet”) during the acceptance period, which ended on August 5, 2025. This corresponds to approximately 26.85% of all outstanding artnet shares. Including share purchases and binding agreements with shareholders, Beowolff Capital has thus secured a total stake of approximately 97.17% in artnet to date.
artnet shareholders who have not tendered their shares can still accept the Offer at the price of €11.25 per share (the “Offer Price”) during the additional acceptance period of the Offer, which ends on August 22, 2025. The Offer Price implies a significant premium of c. 97% to the undisturbed XETRA closing price of artnet shares on March 3, 2025. This is the final period during which artnet shareholders can immediately crystallize the value of their shares and accept the Offer. The revocation of the admission of the artnet shares to trading on the regulated market of the Frankfurt Stock Exchange (the “delisting”) is expected to take place upon expiration of the additional acceptance period.
Andrew Wolff, Chief Executive Officer of Beowolff Capital, said: “We are pleased with the strong support shown by artnet’s shareholders. The high tender rate underscores the trust placed in Beowolff Capital and our shared vision for artnet’s next chapter. We remain committed to accelerating artnet’s development and competitiveness, operating as a privately held company with greater agility. Through our growing portfolio of control investments in market-leading companies, we are building a symbiotic ecosystem powered by shared artificial intelligence tools – this not only compliments artnet’s value proposition but brings the necessary resources to realize artnet’s long-term growth strategy.”
Moreover, in the joint reasoned statement on the Offer published on July 22, 2025, the Managing Board and Supervisory Board of artnet expressed that the Offer is in the best interest of the company and its stakeholders and recommend that shareholders accept the Offer. artnet shareholders who still wish to accept the Offer should promptly contact their respective custodian bank or any other securities services company where their artnet shares are being held. The Offer is subject to the terms set out in the offer document approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – “BaFin”).
Subject to customary conditions and caveats, artnet will apply for the delisting with effect from the expiry of the additional acceptance period of the Offer and take all commercially reasonable steps and measures to terminate the inclusion of the artnet shares in trading on the open market. This may result in a very limited liquidity and price availability for artnet shares. The delisting terminates artnet's comprehensive disclosure obligations under capital market law. Beowolff Capital does not intend to enter into a domination and/or profit and loss transfer agreement with artnet for a period of at least two years after settlement of the Offer.
The Offer Document and other information relating to the Offer are published on the following website: www.leonardo-offer.com.
Advisors
Beowolff Capital is advised by ParkView Partners as exclusive financial advisor and Kirkland & Ellis as legal advisor on this transaction.
About the Beowolff Capital team
Andrew Wolff is the Chief Executive Officer of Beowolff Capital. He has been a private market investor for 30 years in the United States, Europe, and Asia. He spent the bulk of his career at Goldman Sachs, where he was most recently the Global Co-Head of the Merchant Banking Division and the Global Co-Head of the Corporate Equity Investing business. Andrew also served as the Co-CIO of Goldman Sachs’ flagship private equity funds. He was named partner in 2006. Andrew earned a B.A. in Philosophy from Yale University, and a J.D. and M.B.A. from Harvard Law and Business Schools.
Jan Petzel is the Chief Investment Officer of Beowolff Capital, with 27 years of experience investing in and building businesses across Europe, the United States, and Asia. He started his career at McKinsey & Company, helping clients drive cross-border integrations, organizational transformations, and sales growth. In 2003, Jan joined Goldman Sachs’ Merchant Banking Division, rising to Managing Director in 2011 and later leading Private Credit for Germany and Northern Europe. Since leaving Goldman Sachs, he has invested his own and third-party capital into the clean tech and fintech sectors. Jan holds a Master of Engineering from ETH Zurich, was a visiting scholar at MIT, and earned his M.B.A. at Harvard Business School.
To find out more, visit: www.beowolff.com.
London, U.K. – August 8, 2025: Leonardo Art Holdings GmbH, an investment vehicle advised by Beowolff Capital Management Ltd. (collectively, “Beowolff Capital”), today announced that 1,531,983 artnet shares were tendered into the voluntary public takeover and delisting offer (the “Offer”) for artnet AG (“artnet”) during the acceptance period, which ended on August 5, 2025. This corresponds to approximately 26.85% of all outstanding artnet shares. Including share purchases and binding agreements with shareholders, Beowolff Capital has thus secured a total stake of approximately 97.17% in artnet to date.
artnet shareholders who have not tendered their shares can still accept the Offer at the price of €11.25 per share (the “Offer Price”) during the additional acceptance period of the Offer, which ends on August 22, 2025. The Offer Price implies a significant premium of c. 97% to the undisturbed XETRA closing price of artnet shares on March 3, 2025. This is the final period during which artnet shareholders can immediately crystallize the value of their shares and accept the Offer. The revocation of the admission of the artnet shares to trading on the regulated market of the Frankfurt Stock Exchange (the “delisting”) is expected to take place upon expiration of the additional acceptance period.
Andrew Wolff, Chief Executive Officer of Beowolff Capital, said: “We are pleased with the strong support shown by artnet’s shareholders. The high tender rate underscores the trust placed in Beowolff Capital and our shared vision for artnet’s next chapter. We remain committed to accelerating artnet’s development and competitiveness, operating as a privately held company with greater agility. Through our growing portfolio of control investments in market-leading companies, we are building a symbiotic ecosystem powered by shared artificial intelligence tools – this not only compliments artnet’s value proposition but brings the necessary resources to realize artnet’s long-term growth strategy.”
Moreover, in the joint reasoned statement on the Offer published on July 22, 2025, the Managing Board and Supervisory Board of artnet expressed that the Offer is in the best interest of the company and its stakeholders and recommend that shareholders accept the Offer. artnet shareholders who still wish to accept the Offer should promptly contact their respective custodian bank or any other securities services company where their artnet shares are being held. The Offer is subject to the terms set out in the offer document approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – “BaFin”).
Subject to customary conditions and caveats, artnet will apply for the delisting with effect from the expiry of the additional acceptance period of the Offer and take all commercially reasonable steps and measures to terminate the inclusion of the artnet shares in trading on the open market. This may result in a very limited liquidity and price availability for artnet shares. The delisting terminates artnet's comprehensive disclosure obligations under capital market law. Beowolff Capital does not intend to enter into a domination and/or profit and loss transfer agreement with artnet for a period of at least two years after settlement of the Offer.
The Offer Document and other information relating to the Offer are published on the following website: www.leonardo-offer.com.
Advisors
Beowolff Capital is advised by ParkView Partners as exclusive financial advisor and Kirkland & Ellis as legal advisor on this transaction.
About the Beowolff Capital team
Andrew Wolff is the Chief Executive Officer of Beowolff Capital. He has been a private market investor for 30 years in the United States, Europe, and Asia. He spent the bulk of his career at Goldman Sachs, where he was most recently the Global Co-Head of the Merchant Banking Division and the Global Co-Head of the Corporate Equity Investing business. Andrew also served as the Co-CIO of Goldman Sachs’ flagship private equity funds. He was named partner in 2006. Andrew earned a B.A. in Philosophy from Yale University, and a J.D. and M.B.A. from Harvard Law and Business Schools.
Jan Petzel is the Chief Investment Officer of Beowolff Capital, with 27 years of experience investing in and building businesses across Europe, the United States, and Asia. He started his career at McKinsey & Company, helping clients drive cross-border integrations, organizational transformations, and sales growth. In 2003, Jan joined Goldman Sachs’ Merchant Banking Division, rising to Managing Director in 2011 and later leading Private Credit for Germany and Northern Europe. Since leaving Goldman Sachs, he has invested his own and third-party capital into the clean tech and fintech sectors. Jan holds a Master of Engineering from ETH Zurich, was a visiting scholar at MIT, and earned his M.B.A. at Harvard Business School.
To find out more, visit: www.beowolff.com.
ABOUT YOU Holding SE: Zalando-subsidiary ABYxZAL Holding submits substantiated squeeze out-request and determines cash compensation for ABOUT YOU minority shareholders at EUR 6.50
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Hamburg, August 11, 2025 – ABYxZAL Holding AG (“ABYxZAL Holding“), with registered office in Hamburg, registered in the commercial register (Handelsregister) of the Local Court (Amtsgericht) Hamburg under HRB 189825, today substantiated its squeeze-out request to the management board of ABOUT YOU Holding SE (the “Company”) and informed them of the cash compensation it has determined.
By letter dated March 7, 2025, Zalando SE, which directly holds all shares in ABYxZAL Holding, already expressed its firm intention to implement a squeeze-out of the minority shareholders of the Company in return for an appropriate cash compensation, either directly or through a subsidiary. By letter dated June 19, 2025, ABYxZAL Holding submitted the request that the Company shall convene a general meeting to resolve on the transfer of the shares of the minority shareholders of the Company to ABYxZAL Holding in return for an appropriate cash compensation in connection with the merger of the Company and ABYxZAL Holding by way of absorption pursuant Section 62 para. 1 and para. 5 UmwG in conjunction with Sections 327a ff. AktG and Article 9 para. 1 (c) (ii). Article 10 of Counsil Regulation (EC) No. 2157/2001 of October 8, 2001 on the Statute for a European Company (SE) (so-called merger squeeze-out).
ABYxZAL Holding has informed the Company that it directly holds approximately 90.55% and, after deduction of the treasury shares held by the Company itself, approximately 91.45% of the Company’s share capital. This makes ABYxZAL Holding the majority shareholder in accordance with the relevant legal provisions.
ABYxZAL Holding also informed the Company that it had determined the amount of the appropriate cash compensation for the transfer of the shares of the minority shareholders of the Company in the amount of EUR 6.50 per no-par value bearer share of the Company. The appropriateness of the cash compensation is currently still being reviewed by the court-appointed expert auditor. The audit is expected to be completed on August 12, 2025. However, according to ABYxZAL Holding, the court-appointed expert auditor has already indicated that, based on the current status, he will confirm the appropriateness of the cash compensation.
The conclusion and notarization of a merger agreement between the Company and ABYxZAL Holding is scheduled to take place on August 12, 2025. The merger agreement will contain the provision that in connection with the merger, the minority shareholders of the Company are to be excluded from the Company.
The transfer of the shares of the minority shareholders of the Company to ABYxZAL Holding in return for an appropriate cash compensation in the amount of EUR 6.50 per no-par value bearer share of the Company is to be resolved at an extraordinary general meeting of the Company, which is expected to be held on September 22, 2025.
The merger squeeze-out will take effect once the transfer resolution of the Company’s general meeting and the merger have been registered in the commercial register at the registered office of the Company and the merger has also been registered in the commercial register at the registered office of ABYxZAL Holding.
Hamburg, August 11, 2025 – ABYxZAL Holding AG (“ABYxZAL Holding“), with registered office in Hamburg, registered in the commercial register (Handelsregister) of the Local Court (Amtsgericht) Hamburg under HRB 189825, today substantiated its squeeze-out request to the management board of ABOUT YOU Holding SE (the “Company”) and informed them of the cash compensation it has determined.
By letter dated March 7, 2025, Zalando SE, which directly holds all shares in ABYxZAL Holding, already expressed its firm intention to implement a squeeze-out of the minority shareholders of the Company in return for an appropriate cash compensation, either directly or through a subsidiary. By letter dated June 19, 2025, ABYxZAL Holding submitted the request that the Company shall convene a general meeting to resolve on the transfer of the shares of the minority shareholders of the Company to ABYxZAL Holding in return for an appropriate cash compensation in connection with the merger of the Company and ABYxZAL Holding by way of absorption pursuant Section 62 para. 1 and para. 5 UmwG in conjunction with Sections 327a ff. AktG and Article 9 para. 1 (c) (ii). Article 10 of Counsil Regulation (EC) No. 2157/2001 of October 8, 2001 on the Statute for a European Company (SE) (so-called merger squeeze-out).
ABYxZAL Holding has informed the Company that it directly holds approximately 90.55% and, after deduction of the treasury shares held by the Company itself, approximately 91.45% of the Company’s share capital. This makes ABYxZAL Holding the majority shareholder in accordance with the relevant legal provisions.
ABYxZAL Holding also informed the Company that it had determined the amount of the appropriate cash compensation for the transfer of the shares of the minority shareholders of the Company in the amount of EUR 6.50 per no-par value bearer share of the Company. The appropriateness of the cash compensation is currently still being reviewed by the court-appointed expert auditor. The audit is expected to be completed on August 12, 2025. However, according to ABYxZAL Holding, the court-appointed expert auditor has already indicated that, based on the current status, he will confirm the appropriateness of the cash compensation.
The conclusion and notarization of a merger agreement between the Company and ABYxZAL Holding is scheduled to take place on August 12, 2025. The merger agreement will contain the provision that in connection with the merger, the minority shareholders of the Company are to be excluded from the Company.
The transfer of the shares of the minority shareholders of the Company to ABYxZAL Holding in return for an appropriate cash compensation in the amount of EUR 6.50 per no-par value bearer share of the Company is to be resolved at an extraordinary general meeting of the Company, which is expected to be held on September 22, 2025.
The merger squeeze-out will take effect once the transfer resolution of the Company’s general meeting and the merger have been registered in the commercial register at the registered office of the Company and the merger has also been registered in the commercial register at the registered office of ABYxZAL Holding.
Nexus AG: Submission of a Specified Squeeze-Out Demand by Project Neptune Bidco GmbH / Cash Compensation Set at EUR 70.00 per Share by Project Neptune Bidco GmbH
Public disclosure of inside information according to article 17 MAR
Donaueschingen, 11 August 2025 – Project Neptune Bidco GmbH, a holding company controlled by investment funds advised and managed by affiliates of TA Associates Management, L.P., today has submitted to Nexus AG (Ticker: NXU; ISIN: DE0005220909) a confirmation and further specification of its demand dated 28 April 2025 pursuant to Section 327a para. 1 of the German Stock Corporation Act (Aktiengesetz, "AktG"), requesting that the general meeting of Nexus AG resolve on the transfer of all shares held by the remaining shareholders (minority shareholders) to Project Neptune Bidco GmbH, as the majority shareholder, in exchange for payment of an appropriate cash compensation (the so-called squeeze-out under stock corporation law). In this context, Project Neptune Bidco GmbH has informed Nexus AG that the cash compensation to be paid to the minority shareholders in accordance with Section 327b para. 1 AktG has been determined at EUR 70.00 per share.
The statutory squeeze-out becomes effective only upon the adoption of the respective resolution by the general meeting and its registration in the commercial register. The general meeting of Nexus AG, at which the resolution regarding the squeeze-out is to be adopted, is scheduled to be convened for 25 September 2025.
Donaueschingen, 11 August 2025 – Project Neptune Bidco GmbH, a holding company controlled by investment funds advised and managed by affiliates of TA Associates Management, L.P., today has submitted to Nexus AG (Ticker: NXU; ISIN: DE0005220909) a confirmation and further specification of its demand dated 28 April 2025 pursuant to Section 327a para. 1 of the German Stock Corporation Act (Aktiengesetz, "AktG"), requesting that the general meeting of Nexus AG resolve on the transfer of all shares held by the remaining shareholders (minority shareholders) to Project Neptune Bidco GmbH, as the majority shareholder, in exchange for payment of an appropriate cash compensation (the so-called squeeze-out under stock corporation law). In this context, Project Neptune Bidco GmbH has informed Nexus AG that the cash compensation to be paid to the minority shareholders in accordance with Section 327b para. 1 AktG has been determined at EUR 70.00 per share.
The statutory squeeze-out becomes effective only upon the adoption of the respective resolution by the general meeting and its registration in the commercial register. The general meeting of Nexus AG, at which the resolution regarding the squeeze-out is to be adopted, is scheduled to be convened for 25 September 2025.
29 July 2025
Commission opens in-depth foreign subsidies investigation into ADNOC's acquisition of Covestro
Press release Jul 28, 2025 Brussels
The European Commission has opened an in-depth investigation to assess, under the Foreign Subsidies Regulation (‘FSR'), the acquisition by Abu Dhabi National Oil Company PJSC (‘ADNOC') of Covestro. The Commission has preliminary concerns that foreign subsidies granted by the United Arab Emirates (‘UAE') could distort the EU internal market.
ADNOC is a State-owned oil and gas producer based in the UAE. Covestro is a chemicals producer based in Germany.
The Commission's preliminary concerns
The preliminary investigation indicates that ADNOC and Covestro may receive foreign subsidies distorting the EU internal market.
The possible foreign subsidies notably include an unlimited guarantee from the UAE, as well as a committed capital increase by ADNOC into Covestro. The Commission has preliminary concerns that the foreign subsidies may have enabled ADNOC to acquire Covestro at a valuation and financial terms that would not be in line with market conditions, and which could not have been matched by unsubsidised investors. The Commission also has preliminary concerns that the transaction could allow ADNOC to adopt investment strategies that would impact competitive conditions in the internal market.
During its in-depth investigation, the Commission will assess in particular:
Companies
ADNOC, headquartered in the UAE, is a State-owned oil and gas producer, the national oil company of Abu Dhabi.
Covestro (formerly Bayer MaterialScience AG), a publicly listed company incorporated in Germany, is a chemical producer that focuses on the supply of high-performance polymers and components for such polymers. It serves a wide variety of sectors and currently has around 18 000 employees.
The procedure under the Foreign Subsidies Regulation
The FSR started to apply on 12 July 2023. The Regulation enables the Commission to address distortions caused by foreign subsidies, and thereby allows the EU to ensure a level playing field for all companies operating in the internal market while remaining open to trade and investment.
According to the FSR, companies must notify concentrations to the Commission when at least one of the merging companies, the acquired company or the joint venture is established in the EU and generates an EU turnover of at least €500 million, and when the parties were granted at least €50 million in combined aggregate foreign financial contributions from third countries in the three years prior to the concentration.
By the end of its 90-working day in-depth investigation the Commission may (i) accept commitments proposed by the company if they fully and effectively remedy the distortion, (ii) prohibit the concentration, or (iii) issue a no-objection decision.
More information will be available on the Commission's competition website, in the Commission's public case register under the case number FS.100156.
The European Commission has opened an in-depth investigation to assess, under the Foreign Subsidies Regulation (‘FSR'), the acquisition by Abu Dhabi National Oil Company PJSC (‘ADNOC') of Covestro. The Commission has preliminary concerns that foreign subsidies granted by the United Arab Emirates (‘UAE') could distort the EU internal market.
ADNOC is a State-owned oil and gas producer based in the UAE. Covestro is a chemicals producer based in Germany.
The Commission's preliminary concerns
The preliminary investigation indicates that ADNOC and Covestro may receive foreign subsidies distorting the EU internal market.
The possible foreign subsidies notably include an unlimited guarantee from the UAE, as well as a committed capital increase by ADNOC into Covestro. The Commission has preliminary concerns that the foreign subsidies may have enabled ADNOC to acquire Covestro at a valuation and financial terms that would not be in line with market conditions, and which could not have been matched by unsubsidised investors. The Commission also has preliminary concerns that the transaction could allow ADNOC to adopt investment strategies that would impact competitive conditions in the internal market.
During its in-depth investigation, the Commission will assess in particular:
- Whether the foreign subsidies that ADNOC may have received distorted the outcome of the acquisition process. ADNOC may have offered an unusually high price and other favourable conditions, which may have deterred other investors from making an offer.
- Whether such potential foreign subsidies may lead to negative effects in the internal market with respect to the merged entity's activities after the transaction.
Companies
ADNOC, headquartered in the UAE, is a State-owned oil and gas producer, the national oil company of Abu Dhabi.
Covestro (formerly Bayer MaterialScience AG), a publicly listed company incorporated in Germany, is a chemical producer that focuses on the supply of high-performance polymers and components for such polymers. It serves a wide variety of sectors and currently has around 18 000 employees.
The procedure under the Foreign Subsidies Regulation
The FSR started to apply on 12 July 2023. The Regulation enables the Commission to address distortions caused by foreign subsidies, and thereby allows the EU to ensure a level playing field for all companies operating in the internal market while remaining open to trade and investment.
According to the FSR, companies must notify concentrations to the Commission when at least one of the merging companies, the acquired company or the joint venture is established in the EU and generates an EU turnover of at least €500 million, and when the parties were granted at least €50 million in combined aggregate foreign financial contributions from third countries in the three years prior to the concentration.
By the end of its 90-working day in-depth investigation the Commission may (i) accept commitments proposed by the company if they fully and effectively remedy the distortion, (ii) prohibit the concentration, or (iii) issue a no-objection decision.
More information will be available on the Commission's competition website, in the Commission's public case register under the case number FS.100156.
25 July 2025
PharmaSGP Holding SE: FUTRUE GmbH submits request to implement squeeze-out of minority shareholders of PharmaSGP Holding SE
Ad-hoc announcement pursuant to Article 17 of the Regulation (EU) No. 596/2024
Gräfelfing, July 24, 2025 – FUTRUE GmbH informed PharmaSGP Holding SE (ISIN: DE000A2P4LJ5) today that it holds more than 95% of the shares in PharmaSGP Holding SE in the meaning of Section 327a of the German Stock Corporation Act (AktG).
Furthermore, today, FUTRUE GmbH submitted a request to PharmaSGP Holding SE pursuant to Section 327a of the German Stock Corporation Act (AktG) that the general meeting of PharmaSGP Holding SE shall pass a resolution on the transfer of the shares held by the remaining shareholders of PharmaSGP Holding SE to FUTRUE GmbH in return for an appropriate cash compensation (squeeze-out).
As also mentioned in the ad hoc announcement by PharmaSGP Holding SE on June 10, 2025, FUTRUE GmbH announced its intention to carry out a squeeze-out of the minority shareholders of PharmaSGP Holding SE within the meaning of Section 327a of the German Stock Corporation Act (AktG) (in conjunction with Section 62 (5) of the German Transformation Act (UmwG), if applicable) already in the context of the publication of its decision to make a public delisting tender offer to the shareholders of PharmaSGP Holding SE on June 10, 2025.
The amount of the cash compensation under the squeeze-out is yet to be determined; it will be communicated by FUTRUE GmbH once the necessary valuation of PharmaSGP Holding SE has been completed. Thereafter, in accordance with statutory provisions, PharmaSGP Holding SE will decide upon convening an extraordinary general meeting to resolve upon the transfer resolution.
Gräfelfing, July 24, 2025 – FUTRUE GmbH informed PharmaSGP Holding SE (ISIN: DE000A2P4LJ5) today that it holds more than 95% of the shares in PharmaSGP Holding SE in the meaning of Section 327a of the German Stock Corporation Act (AktG).
Furthermore, today, FUTRUE GmbH submitted a request to PharmaSGP Holding SE pursuant to Section 327a of the German Stock Corporation Act (AktG) that the general meeting of PharmaSGP Holding SE shall pass a resolution on the transfer of the shares held by the remaining shareholders of PharmaSGP Holding SE to FUTRUE GmbH in return for an appropriate cash compensation (squeeze-out).
As also mentioned in the ad hoc announcement by PharmaSGP Holding SE on June 10, 2025, FUTRUE GmbH announced its intention to carry out a squeeze-out of the minority shareholders of PharmaSGP Holding SE within the meaning of Section 327a of the German Stock Corporation Act (AktG) (in conjunction with Section 62 (5) of the German Transformation Act (UmwG), if applicable) already in the context of the publication of its decision to make a public delisting tender offer to the shareholders of PharmaSGP Holding SE on June 10, 2025.
The amount of the cash compensation under the squeeze-out is yet to be determined; it will be communicated by FUTRUE GmbH once the necessary valuation of PharmaSGP Holding SE has been completed. Thereafter, in accordance with statutory provisions, PharmaSGP Holding SE will decide upon convening an extraordinary general meeting to resolve upon the transfer resolution.
4SC AG: Capital reduction to zero and simultaneous cash capital increase with subscription rights planned
Public disclosure of inside information according to article 17 MAR
- Measures to be resolved by the Company's Annual General Meeting on 19 September 2025
Capital reduction will result in delisting of the Company
- The capital increase will be carried out by issuing a total of approximately 2.7 million new shares, which will be offered to shareholders for subscription in the ratio of 4:1; the subscription price is EUR 1.00 per new share plus a premium of up to 5 %
- Major shareholders have committed to subscribe for the full amount of the capital increase
- The injection of new capital will be used to finance the Company's ongoing costs during a transitional period for the purpose of examining a strategic realignment of the Company by providing it with new business, which may also enable the Company to utilize existing income tax loss carryforwards in the future
- Implementation of the measures is subject to the issuing of a binding ruling by the competent tax authorities to ensure that existing income tax loss carryforwards of the Company remain unaffected by the planned capital measures
Planegg-Martinsried, Germany, 23. Juli 2023 – The Management Board and Supervisory Board of 4SC AG ("4SC") (Frankfurt Stock Exchange, Prime Standard: ISIN: DE000A3E5C40) today decided to propose to this year's Annual General Meeting to resolve on a capital cut with a reduction of the Company's share capital to zero to cover losses and a simultaneous cash capital increase from zero to EUR 2,726,522 through the issuance of a total of 2,726,522 new shares. All new shares are to be offered to shareholders at a ratio of 4:1 (one new share for each four existing shares) at a subscription price of EUR 1.00 per new share plus a premium of no more than 5 %. The premium is intended to cover fees, costs and expenses incurred by the settlement bank to be commissioned with settling the capital measures. The two major shareholders of 4SC issued binding commitments to subscribe for the full amount of the capital increase today. The Company's Annual General Meeting will take place on 19 September 2025 and will be convened today.
As previously announced, 4SC had decided to discontinue the development and commercialization of its only remaining drug candidate Resminostat (Kinselby) following a negative opinion by the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) with respect to its market authorization application for Resminostat (Kinselby). As a result, 4SC no longer has any operating business of its own.
Based on preliminary figures, the Company's half-year financial statements as of 30 June 2025 will show negative equity (according to the German Commercial Code) in the range of approximately EUR - 2.6 million. The Company's available cash and cash equivalents are sufficient to cover the projected costs for an orderly liquidation to be completed in Q4 2026. However, given the Company's balance sheet, the Company's shares already have no intrinsic value today. In the event of the Company being liquidated, the Management Board expects that 4SC will, at best, be able to repay a small portion of the outstanding subordinated shareholder loans. There would be no liquidation surplus that could be distributed to 4SC's shareholders.
That said, the Company has income tax loss carryforwards that are not transferable and would be lost in the event of the Company's liquidation. Their current amount has not been definitively determined and depends, among other things, on past changes in the direct and indirect shareholdings of shareholders in 4SC. The planned injection of new capital is intended to give the Company sufficient time to examine options for a strategic realignment by acquiring new business, which may also enable the Company to utilize the tax loss carryforwards in the future. The capital injected will be used to finance the Company's ongoing costs for this transitional period. It is therefore not intended for investment and is not expected to result in a sustained positive equity position for the Company. Rather, the acquisition of new business is contingent upon the successful completion of the review and will require further injection of equity, and, potentially, also a further capital cut (including, if necessary, by way of a further capital reduction to zero). 4SC's main shareholder, whose continuing majority interest in the Company is a prerequisite for the retention of the aforementioned tax loss carryforwards, supports the plan.
The current capital reduction enables the planned injection of new capital with priority over the existing shares, which will be eliminated by the capital reduction to zero. Shareholders who do not participate in the capital increase will therefore cease to be shareholders of the Company as a result of the capital reduction. Furthermore, the capital reduction to zero will cause the revocation of the admission of the Company's shares to trading on the regulated market of the Frankfurt Stock Exchange (delisting). There are no plans to reapply for a stock exchange listing of the new shares. This will remove ongoing costs for the Company with regard to the stock exchange listing and the associated legal obligations.
To ensure that the planned capital measures do not affect existing income tax loss carryforwards, the Company plans to apply to the competent tax authorities for a binding ruling. The implementation of the capital measures will be subject to the granting of such binding ruling.
- Measures to be resolved by the Company's Annual General Meeting on 19 September 2025
Capital reduction will result in delisting of the Company
- The capital increase will be carried out by issuing a total of approximately 2.7 million new shares, which will be offered to shareholders for subscription in the ratio of 4:1; the subscription price is EUR 1.00 per new share plus a premium of up to 5 %
- Major shareholders have committed to subscribe for the full amount of the capital increase
- The injection of new capital will be used to finance the Company's ongoing costs during a transitional period for the purpose of examining a strategic realignment of the Company by providing it with new business, which may also enable the Company to utilize existing income tax loss carryforwards in the future
- Implementation of the measures is subject to the issuing of a binding ruling by the competent tax authorities to ensure that existing income tax loss carryforwards of the Company remain unaffected by the planned capital measures
Planegg-Martinsried, Germany, 23. Juli 2023 – The Management Board and Supervisory Board of 4SC AG ("4SC") (Frankfurt Stock Exchange, Prime Standard: ISIN: DE000A3E5C40) today decided to propose to this year's Annual General Meeting to resolve on a capital cut with a reduction of the Company's share capital to zero to cover losses and a simultaneous cash capital increase from zero to EUR 2,726,522 through the issuance of a total of 2,726,522 new shares. All new shares are to be offered to shareholders at a ratio of 4:1 (one new share for each four existing shares) at a subscription price of EUR 1.00 per new share plus a premium of no more than 5 %. The premium is intended to cover fees, costs and expenses incurred by the settlement bank to be commissioned with settling the capital measures. The two major shareholders of 4SC issued binding commitments to subscribe for the full amount of the capital increase today. The Company's Annual General Meeting will take place on 19 September 2025 and will be convened today.
As previously announced, 4SC had decided to discontinue the development and commercialization of its only remaining drug candidate Resminostat (Kinselby) following a negative opinion by the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) with respect to its market authorization application for Resminostat (Kinselby). As a result, 4SC no longer has any operating business of its own.
Based on preliminary figures, the Company's half-year financial statements as of 30 June 2025 will show negative equity (according to the German Commercial Code) in the range of approximately EUR - 2.6 million. The Company's available cash and cash equivalents are sufficient to cover the projected costs for an orderly liquidation to be completed in Q4 2026. However, given the Company's balance sheet, the Company's shares already have no intrinsic value today. In the event of the Company being liquidated, the Management Board expects that 4SC will, at best, be able to repay a small portion of the outstanding subordinated shareholder loans. There would be no liquidation surplus that could be distributed to 4SC's shareholders.
That said, the Company has income tax loss carryforwards that are not transferable and would be lost in the event of the Company's liquidation. Their current amount has not been definitively determined and depends, among other things, on past changes in the direct and indirect shareholdings of shareholders in 4SC. The planned injection of new capital is intended to give the Company sufficient time to examine options for a strategic realignment by acquiring new business, which may also enable the Company to utilize the tax loss carryforwards in the future. The capital injected will be used to finance the Company's ongoing costs for this transitional period. It is therefore not intended for investment and is not expected to result in a sustained positive equity position for the Company. Rather, the acquisition of new business is contingent upon the successful completion of the review and will require further injection of equity, and, potentially, also a further capital cut (including, if necessary, by way of a further capital reduction to zero). 4SC's main shareholder, whose continuing majority interest in the Company is a prerequisite for the retention of the aforementioned tax loss carryforwards, supports the plan.
The current capital reduction enables the planned injection of new capital with priority over the existing shares, which will be eliminated by the capital reduction to zero. Shareholders who do not participate in the capital increase will therefore cease to be shareholders of the Company as a result of the capital reduction. Furthermore, the capital reduction to zero will cause the revocation of the admission of the Company's shares to trading on the regulated market of the Frankfurt Stock Exchange (delisting). There are no plans to reapply for a stock exchange listing of the new shares. This will remove ongoing costs for the Company with regard to the stock exchange listing and the associated legal obligations.
To ensure that the planned capital measures do not affect existing income tax loss carryforwards, the Company plans to apply to the competent tax authorities for a binding ruling. The implementation of the capital measures will be subject to the granting of such binding ruling.
23 July 2025
artnet AG: Management board and supervisory board of artnet recommend the acceptance of the voluntary public takeover and delisting offer of Leonardo Art Holdings GmbH
Corporate News
- Joint reasoned statement of the management board and the supervisory board on the voluntary public takeover and delisting offer of Leonardo Art Holdings GmbH published
- The management board and supervisory board support the Offer which is in the best interest of artnet and its stakeholders, and recommend the shareholders of artnet to accept the Offer
- Offer price of EUR 11.25 per share considered to be adequate
- Delisting upon expiry of the further acceptance period of the Offer
Berlin/New York, July 22, 2025 – Today, the management board and the supervisory board of artnet AG ("artnet" or "Company") published their joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – "WpÜG") on the voluntary public takeover and delisting offer of Leonardo Art Holdings GmbH ("Bidder") ("Offer") to all shareholders of artnet ("Reasoned Statement"). The Bidder is a holding company which is advised by Beowolff Capital Management Ltd. ("Beowolff Capital").
After having independently and carefully reviewed and evaluated the offer document for the Offer published by the Bidder, the management board and the supervisory board support the Offer which is in the best interest of artnet and its stakeholders and recommend all shareholders of artnet to accept the Offer.
The management board and the supervisory board both welcome the economic and strategic intentions of the Bidder as laid out in the offer document. The Bidder has reaffirmed its intention to establish a long-term and stable ownership structure for artnet. The intention of this structure is to enable the Company to pursue its strategic roadmap more effectively outside the constraints of the capital market, by accelerating growth in all core segments through the expertise of artnet's management in collaboration with Beowolff Capital. The necessary revocation of the admission of artnet's shares ("artnet Shares") to trading on the regulated market of the Frankfurt Stock Exchange ("Delisting") is intended, in particular, to enable artnet to significantly save costs incurred in connection with the stock exchange listing, to reduce regulatory expenses and to free up management capacity currently tied up by the stock exchange listing. The basis for the Delisting is the investment and delisting agreement concluded between artnet and the Bidder on May 27, 2025, which stipulates the essential provisions of the Offer, with particular regard to the Delisting, as well as the common intentions and the common understanding with regard to the future cooperation and strategy.
Further, the management board and the supervisory board consider the offer price of EUR 11.25 per artnet Share to be adequate. In assessing the adequacy of the offer price, the management board and the supervisory board have been advised by RSM Ebner Stolz who has issued a fairness opinion confirming the adequacy of the offer price from a financial point of view which is attached to the Reasoned Statement.
The Bidder has already secured a stake of more than 89% of the artnet Shares through share purchases and binding agreements with shareholders.
The acceptance period for the Offer during which the shareholders of artnet can tender their shares has commenced with the publication of the offer document on July 8, 2025 and will end on August 5, 2025, 24:00 hrs (local time Frankfurt/Main) / 18:00 hrs (local time New York). Shareholders of artnet may accept the Offer via their depositary bank. Shareholders are advised to contact their respective depositary bank to tender their artnet Shares. As a voluntary public takeover and delisting offer, the offer is not subject to any offer conditions. Further details regarding the Offer can be found in the offer Document of the Bidder, which is available on the website www.leonardo-offer.com.
Subject to the fiduciary duties of the management board, the Company has committed itself to file the application for the Delisting with the Frankfurt Stock Exchange no later than two (2) business days following the publication pursuant to Section 23 para. 1 sentence 1 no. 2 WpÜG with a view to effectuate the Delisting at the latest at the time of expiration of the additional acceptance period of the Offer and in accordance with any timing requirements imposed by the German Federal Financial Supervisory Authority and the Frankfurt Stock Exchange. Further, the Company has committed itself in the investment and delisting agreement to refrain from submitting any applications for admission of the artnet Shares to a regulated market of a stock exchange or from taking any action that cause or support the inclusion of artnet Shares in the open market of a stock exchange or another multilateral trading facility or organized trading facility within the meaning of the Market Abuse Regulation
The Reasoned Statement is published on the website of artnet at www.artnet.com/investor-relations/ in section "Takeover and Delisting Offer". Copies of the Reasoned Statement as well as any additions and/or additional statements on possible amendments to the Offer will also be made available free of charge at the Company (artnet AG, Niebuhrstrasse 78, 10629 Berlin, Germany) (order also possible by calling +49 (0)30 209 178-0 or by sending a fax to +49 (0)30 209 178-29 or by sending an e-mail to ir@artnet.com, in each case providing a complete postal address for mailing or an e-mail address).
The Reasoned Statement, any additions and/or additional statements on possible amendments to the Offer are published in German and in a non-binding English translation. Only the German versions are authoritative.
The Management Board and the Supervisory Board point out that only the Reasoned Statement is authoritative. The information in this press release does not constitute an explanation or addition to the contents in the Reasoned Statement.
- Joint reasoned statement of the management board and the supervisory board on the voluntary public takeover and delisting offer of Leonardo Art Holdings GmbH published
- The management board and supervisory board support the Offer which is in the best interest of artnet and its stakeholders, and recommend the shareholders of artnet to accept the Offer
- Offer price of EUR 11.25 per share considered to be adequate
- Delisting upon expiry of the further acceptance period of the Offer
Berlin/New York, July 22, 2025 – Today, the management board and the supervisory board of artnet AG ("artnet" or "Company") published their joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – "WpÜG") on the voluntary public takeover and delisting offer of Leonardo Art Holdings GmbH ("Bidder") ("Offer") to all shareholders of artnet ("Reasoned Statement"). The Bidder is a holding company which is advised by Beowolff Capital Management Ltd. ("Beowolff Capital").
After having independently and carefully reviewed and evaluated the offer document for the Offer published by the Bidder, the management board and the supervisory board support the Offer which is in the best interest of artnet and its stakeholders and recommend all shareholders of artnet to accept the Offer.
The management board and the supervisory board both welcome the economic and strategic intentions of the Bidder as laid out in the offer document. The Bidder has reaffirmed its intention to establish a long-term and stable ownership structure for artnet. The intention of this structure is to enable the Company to pursue its strategic roadmap more effectively outside the constraints of the capital market, by accelerating growth in all core segments through the expertise of artnet's management in collaboration with Beowolff Capital. The necessary revocation of the admission of artnet's shares ("artnet Shares") to trading on the regulated market of the Frankfurt Stock Exchange ("Delisting") is intended, in particular, to enable artnet to significantly save costs incurred in connection with the stock exchange listing, to reduce regulatory expenses and to free up management capacity currently tied up by the stock exchange listing. The basis for the Delisting is the investment and delisting agreement concluded between artnet and the Bidder on May 27, 2025, which stipulates the essential provisions of the Offer, with particular regard to the Delisting, as well as the common intentions and the common understanding with regard to the future cooperation and strategy.
Further, the management board and the supervisory board consider the offer price of EUR 11.25 per artnet Share to be adequate. In assessing the adequacy of the offer price, the management board and the supervisory board have been advised by RSM Ebner Stolz who has issued a fairness opinion confirming the adequacy of the offer price from a financial point of view which is attached to the Reasoned Statement.
The Bidder has already secured a stake of more than 89% of the artnet Shares through share purchases and binding agreements with shareholders.
The acceptance period for the Offer during which the shareholders of artnet can tender their shares has commenced with the publication of the offer document on July 8, 2025 and will end on August 5, 2025, 24:00 hrs (local time Frankfurt/Main) / 18:00 hrs (local time New York). Shareholders of artnet may accept the Offer via their depositary bank. Shareholders are advised to contact their respective depositary bank to tender their artnet Shares. As a voluntary public takeover and delisting offer, the offer is not subject to any offer conditions. Further details regarding the Offer can be found in the offer Document of the Bidder, which is available on the website www.leonardo-offer.com.
Subject to the fiduciary duties of the management board, the Company has committed itself to file the application for the Delisting with the Frankfurt Stock Exchange no later than two (2) business days following the publication pursuant to Section 23 para. 1 sentence 1 no. 2 WpÜG with a view to effectuate the Delisting at the latest at the time of expiration of the additional acceptance period of the Offer and in accordance with any timing requirements imposed by the German Federal Financial Supervisory Authority and the Frankfurt Stock Exchange. Further, the Company has committed itself in the investment and delisting agreement to refrain from submitting any applications for admission of the artnet Shares to a regulated market of a stock exchange or from taking any action that cause or support the inclusion of artnet Shares in the open market of a stock exchange or another multilateral trading facility or organized trading facility within the meaning of the Market Abuse Regulation
The Reasoned Statement is published on the website of artnet at www.artnet.com/investor-relations/ in section "Takeover and Delisting Offer". Copies of the Reasoned Statement as well as any additions and/or additional statements on possible amendments to the Offer will also be made available free of charge at the Company (artnet AG, Niebuhrstrasse 78, 10629 Berlin, Germany) (order also possible by calling +49 (0)30 209 178-0 or by sending a fax to +49 (0)30 209 178-29 or by sending an e-mail to ir@artnet.com, in each case providing a complete postal address for mailing or an e-mail address).
The Reasoned Statement, any additions and/or additional statements on possible amendments to the Offer are published in German and in a non-binding English translation. Only the German versions are authoritative.
The Management Board and the Supervisory Board point out that only the Reasoned Statement is authoritative. The information in this press release does not constitute an explanation or addition to the contents in the Reasoned Statement.
18 July 2025
PharmaSGP Holding SE: Acceptance period for FUTRUE GmbH’s public delisting tender offer underway
Corporate News
Gräfelfing, July 18, 2025 – PharmaSGP Holding SE (ISIN: DE000A2P4LJ5 WKN: A2P4LJ) announces that the public delisting tender offer made by FUTRUE GmbH to the shareholders of PharmaSGP is open for acceptance.
Shareholders of PharmaSGP can tender their shares under the delisting tender offer in exchange for a cash consideration of €28.00 per PharmaSGP share until August 11, 2025 at 24:00 hours (CEST).
The offer document as well as a non-binding English translation of the offer document are available online at https://www.futrue-offer.com.
Gräfelfing, July 18, 2025 – PharmaSGP Holding SE (ISIN: DE000A2P4LJ5 WKN: A2P4LJ) announces that the public delisting tender offer made by FUTRUE GmbH to the shareholders of PharmaSGP is open for acceptance.
Shareholders of PharmaSGP can tender their shares under the delisting tender offer in exchange for a cash consideration of €28.00 per PharmaSGP share until August 11, 2025 at 24:00 hours (CEST).
The offer document as well as a non-binding English translation of the offer document are available online at https://www.futrue-offer.com.
16 July 2025
Gerresheimer AG: Discussions on potential takeover offer ended
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Duesseldorf, July 16, 2025. The Management Board of Gerresheimer AG (ISIN: DE000A0LD6E6, "Gerresheimer") has decided to end discussions with private equity investors regarding a potential takeover offer.
After a thorough analysis of the current state of the discussions, the company believes that continuing the discussions is not in the best interest of the company and its stakeholders.
Independent of the end of the discussions, Gerresheimer will continue to consistently pursue the strategic direction and implementation of global growth projects, particularly in the area of systems and solutions for biologics.
Duesseldorf, July 16, 2025. The Management Board of Gerresheimer AG (ISIN: DE000A0LD6E6, "Gerresheimer") has decided to end discussions with private equity investors regarding a potential takeover offer.
After a thorough analysis of the current state of the discussions, the company believes that continuing the discussions is not in the best interest of the company and its stakeholders.
Independent of the end of the discussions, Gerresheimer will continue to consistently pursue the strategic direction and implementation of global growth projects, particularly in the area of systems and solutions for biologics.
02 July 2025
Zalando SE: Zalando and ABOUT YOU Receive Final Regulatory Clearance to Team Up, with Closing Planned for 11 July 2025
Corporate News
BERLIN / HAMBURG, 1 JULY 2025 // Zalando SE (“Zalando”) today announced that the European Commission granted merger control clearance for the voluntary public takeover offer to the shareholders of ABOUT YOU Holding SE (“ABOUT YOU”) and further share purchase agreements, thus fulfilling all closing conditions for the transaction. The takeover offer is planned to be settled on 11 July 2025.
Through the settlement, shareholders who accepted the offer will receive the offer price of EUR 6.50 per tendered ABOUT YOU share. With an acceptance ratio of 20.56% and taking into account further share purchase agreements entered into in the context of the takeover offer and further market purchases, Zalando has secured more than 90% of ABOUT YOU’s share capital (excluding treasury shares).
Zalando still has the firm intention as a next step to carry out a squeeze-out of the remaining minority shareholders of ABOUT YOU and to acquire the remaining ABOUT YOU shares against adequate cash compensation. The squeeze-out shall take place as part of a merger of ABOUT YOU into a wholly owned subsidiary of Zalando.
Further information is available at https://www.the-perfect-fit.de
ZALANDO
Founded in Berlin in 2008, Zalando is Europe’s leading online multi-brand fashion destination. Zalando is building a pan-European ecosystem for fashion and lifestyle e-commerce, along two growth vectors: Business-to-Consumer (B2C) and Business-to-Business (B2B). In B2C, we provide an inspiring, high-quality multi-brand shopping experience for fashion and lifestyle products to more than 52 million active customers across 25 markets. In B2B, we leverage our logistics infrastructure, software, and service capabilities to support brands and retailers in managing and scaling their entire e-commerce business, both on and off the Zalando platform. Through our ecosystem vision, Zalando aims to enable positive change in the fashion and lifestyle industry. For further information, please visit: https://corporate.zalando.com
ABOUT YOU
ABOUT YOU is an international e-commerce group, organised into different strategic business units: The online fashion store ABOUT YOU represents the Group's business-to-consumer business. With over 12 million active customers, ABOUT YOU is one of the largest online retailers for fashion and lifestyle in Europe and the leading provider of a personalised shopping experience on smartphones. In the award-winning ABOUT YOU app and on aboutyou.com, customers find inspiration and a range of around 750,000 items from nearly 4,000 brands. The Group's business-to-business operations are largely handled by SCAYLE GmbH. SCAYLE offers a modern, cloud-based enterprise shop system that enables brands and retailers to scale their digital businesses quickly and flexibly, and adapt to growing customer needs. Around 300 online stores choose SCAYLE's Commerce technology under a license model, including leading brands and retailers such as Harrods, Manchester United, Deichmann, Fielmann, and FC Bayern. For further information, please visit: corporate.aboutyou.de/en.
BERLIN / HAMBURG, 1 JULY 2025 // Zalando SE (“Zalando”) today announced that the European Commission granted merger control clearance for the voluntary public takeover offer to the shareholders of ABOUT YOU Holding SE (“ABOUT YOU”) and further share purchase agreements, thus fulfilling all closing conditions for the transaction. The takeover offer is planned to be settled on 11 July 2025.
Through the settlement, shareholders who accepted the offer will receive the offer price of EUR 6.50 per tendered ABOUT YOU share. With an acceptance ratio of 20.56% and taking into account further share purchase agreements entered into in the context of the takeover offer and further market purchases, Zalando has secured more than 90% of ABOUT YOU’s share capital (excluding treasury shares).
Zalando still has the firm intention as a next step to carry out a squeeze-out of the remaining minority shareholders of ABOUT YOU and to acquire the remaining ABOUT YOU shares against adequate cash compensation. The squeeze-out shall take place as part of a merger of ABOUT YOU into a wholly owned subsidiary of Zalando.
Further information is available at https://www.the-perfect-fit.de
ZALANDO
Founded in Berlin in 2008, Zalando is Europe’s leading online multi-brand fashion destination. Zalando is building a pan-European ecosystem for fashion and lifestyle e-commerce, along two growth vectors: Business-to-Consumer (B2C) and Business-to-Business (B2B). In B2C, we provide an inspiring, high-quality multi-brand shopping experience for fashion and lifestyle products to more than 52 million active customers across 25 markets. In B2B, we leverage our logistics infrastructure, software, and service capabilities to support brands and retailers in managing and scaling their entire e-commerce business, both on and off the Zalando platform. Through our ecosystem vision, Zalando aims to enable positive change in the fashion and lifestyle industry. For further information, please visit: https://corporate.zalando.com
ABOUT YOU
ABOUT YOU is an international e-commerce group, organised into different strategic business units: The online fashion store ABOUT YOU represents the Group's business-to-consumer business. With over 12 million active customers, ABOUT YOU is one of the largest online retailers for fashion and lifestyle in Europe and the leading provider of a personalised shopping experience on smartphones. In the award-winning ABOUT YOU app and on aboutyou.com, customers find inspiration and a range of around 750,000 items from nearly 4,000 brands. The Group's business-to-business operations are largely handled by SCAYLE GmbH. SCAYLE offers a modern, cloud-based enterprise shop system that enables brands and retailers to scale their digital businesses quickly and flexibly, and adapt to growing customer needs. Around 300 online stores choose SCAYLE's Commerce technology under a license model, including leading brands and retailers such as Harrods, Manchester United, Deichmann, Fielmann, and FC Bayern. For further information, please visit: corporate.aboutyou.de/en.
30 June 2025
PharmaSGP Holding SE holds 2025 Annual General Meeting
Corporate News
- 91.12% of the registered share capital was represented
- Minimum dividend of €0.05 per dividend-bearing share resolved
- Management Board reports on successful operational development in 2024; forecast for current fiscal year 2025 confirmed
Gräfelfing, June 26, 2025 – German OTC pharmaceutical company PharmaSGP Holding SE held its 2025 Annual General Meeting yesterday as an in-person event at its headquarters in Gräfelfing. The share capital represented amounted to 91.12%.
At the Annual General Meeting, the Management Board reported on the successful 2024 financial year. Compared to the previous year, revenues grew by 17.5% to €118.8 million (previous year: €101.1 million). Adjusted earnings before interest, taxes, depreciation, and amortization (adjusted EBITDA) also increased by 9.2% from €34.1 million in 2023 to €37.2 million in fiscal year 2024. The adjusted EBITDA margin was 31.3% (previous year: 33.7%).
In accordance with the existing dividend policy, the Management Board and Supervisory Board had originally proposed to the Annual General Meeting the payment of a dividend of €0.51 per dividend-bearing share. In light of the delisting offer announced on June 10, 2025, FUTRUE GmbH, as the bidder and majority shareholder, submitted a counterproposal at the Annual General Meeting to approve the statutory minimum dividend of €0.05 per PharmaSGP share. This is intended to ensure that PharmaSGP shareholders can be granted the announced offer price of €28.00 per share without deduction of previously distributed dividends. The Annual General Meeting approved the counterproposal and resolved to distribute the statutory minimum dividend of €0.05 per PharmaSGP share.
The company also provided information on its current business development and confirmed its forecast for the ongoing 2025 financial year. The forecast takes into account, among other things, the continuing geopolitical and economic uncertainties. The Management Board expects revenues in a range between €122.0 million and €128.0 million. This represents average growth of around 5% compared with the previous year. Adjusted EBITDA is forecast to be between €37.0 million and €39.0 million. This corresponds to an adjusted EBITDA margin of 28.9% to 32.0%. In the first quarter of 2025, PharmaSGP achieved revenues growth of 10.8% to €33.5 million. Adjusted EBITDA increased by 4.0% to €9.2 million compared to the same period last year. The resulting adjusted EBITDA margin was 27.5% (previous year's quarter: 29.4%).
The detailed voting results for the Annual General Meeting 2025 are available for download on PharmaSGP's corporate website in the Investor Relations / Annual General Meeting section.
- 91.12% of the registered share capital was represented
- Minimum dividend of €0.05 per dividend-bearing share resolved
- Management Board reports on successful operational development in 2024; forecast for current fiscal year 2025 confirmed
Gräfelfing, June 26, 2025 – German OTC pharmaceutical company PharmaSGP Holding SE held its 2025 Annual General Meeting yesterday as an in-person event at its headquarters in Gräfelfing. The share capital represented amounted to 91.12%.
At the Annual General Meeting, the Management Board reported on the successful 2024 financial year. Compared to the previous year, revenues grew by 17.5% to €118.8 million (previous year: €101.1 million). Adjusted earnings before interest, taxes, depreciation, and amortization (adjusted EBITDA) also increased by 9.2% from €34.1 million in 2023 to €37.2 million in fiscal year 2024. The adjusted EBITDA margin was 31.3% (previous year: 33.7%).
In accordance with the existing dividend policy, the Management Board and Supervisory Board had originally proposed to the Annual General Meeting the payment of a dividend of €0.51 per dividend-bearing share. In light of the delisting offer announced on June 10, 2025, FUTRUE GmbH, as the bidder and majority shareholder, submitted a counterproposal at the Annual General Meeting to approve the statutory minimum dividend of €0.05 per PharmaSGP share. This is intended to ensure that PharmaSGP shareholders can be granted the announced offer price of €28.00 per share without deduction of previously distributed dividends. The Annual General Meeting approved the counterproposal and resolved to distribute the statutory minimum dividend of €0.05 per PharmaSGP share.
The company also provided information on its current business development and confirmed its forecast for the ongoing 2025 financial year. The forecast takes into account, among other things, the continuing geopolitical and economic uncertainties. The Management Board expects revenues in a range between €122.0 million and €128.0 million. This represents average growth of around 5% compared with the previous year. Adjusted EBITDA is forecast to be between €37.0 million and €39.0 million. This corresponds to an adjusted EBITDA margin of 28.9% to 32.0%. In the first quarter of 2025, PharmaSGP achieved revenues growth of 10.8% to €33.5 million. Adjusted EBITDA increased by 4.0% to €9.2 million compared to the same period last year. The resulting adjusted EBITDA margin was 27.5% (previous year's quarter: 29.4%).
The detailed voting results for the Annual General Meeting 2025 are available for download on PharmaSGP's corporate website in the Investor Relations / Annual General Meeting section.
28 June 2025
CompuGroup Medical SE & Co. KGaA: CVC successfully concludes public delisting offer for CompuGroup Medical
Corporate News
- CVC has secured total stake of 27.78% of the share capital and voting rights in CompuGroup Medical; founding family Gotthardt retains majority stake of 50.12%
- CVC as second anchor shareholder will support CompuGroup Medical to focus on implementation of its long-term innovation and growth strategy
- Delisting from the regulated market of the Frankfurt Stock Exchange (Prime Standard) effective as of expiry of June 24, 2025
- Following completion of the delisting, CVC will join CompuGroup Medical’s expanded Administrative Board with three seats; founding family Gotthardt will remain in control
Koblenz, Frankfurt – Caesar BidCo GmbH, a holding company owned by investment funds advised and managed by CVC Capital Partners ("CVC"), has announced the final results of the public delisting offer to all shareholders of CompuGroup Medical SE & Co. KGaA ("CompuGroup Medical" or "CGM"). At the end of the acceptance period on June 24, 2025, the delisting offer was accepted for approximately 3.39% of all shares in CompuGroup Medical. In total, CVC has secured a stake of approximately 27.78% of the share capital in CGM via the bidder as of today. The shareholders around the founding family Gotthardt retain their majority stake and continue to hold approximately 50.12% of all shares in CompuGroup Medical. There will be no additional acceptance period, and the delisting offer is not subject to any closing conditions.
The delisting of CompuGroup Medical from the Frankfurt Stock Exchange has become effective as of expiry of June 24, 2025. Following the completion of the delisting from the regulated market of the Frankfurt Stock Exchange (XETRA) and from the segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange, the management of CompuGroup Medical has promptly taken action to terminate the inclusion of CGM shares in the open market (Freiverkehr) of the stock exchanges in Berlin (Second Regulated Market), Düsseldorf, Hamburg, Hanover, Munich, Stuttgart, as well as via Tradegate Exchange.
Effective July onwards, the Administrative Board of CompuGroup Medical will expand from five to six members, reflecting the terms of the Investment Agreement with CVC. As part of this agreement, CVC will secure representation on the Administrative Board with three seats. The founding family Gotthardt will retain control of the Administrative Board, represented by three representatives, including Frank Gotthardt as Chairman, Prof. (apl.) Dr. Daniel Gotthardt and Dr. Klaus Esser. Joining the Administrative Board as CVC representatives are Dr. Daniel Pindur, Can Toygar and Christoph Röttele. Together, the Gotthardt family and CVC will bring in their joint expertise to drive the execution of CGM’s long-term growth and innovation strategy.
Frank Gotthardt, Chairman of the Administrative Board of CompuGroup Medical, said: I would like to sincerely thank Stefanie Peters and Prof. (apl.) Dr. med. Karl Heinz Weiss for their support of CGM during their tenure as members of the Administrative Board. I am looking forward to driving innovation and growth together with CVC in the years to come. For no one should suffer or die because at some time medical information was missing.”
Dr. Daniel Pindur, Managing Partner at CVC, said: “With our partnership with CGM and the successful delisting, we are entering the next chapter of CompuGroup Medical’s success story. Together, we will be able to invest in a long-term and strategic manner to expand CGM’s leading market position.” Can Toygar, Partner at CVC, added: “In collaboration with the Gotthardt family, we will focus on investing in the future of the company, driving product development and delivering outstanding solutions for CGM’s customers.”
CGM and CVC first announced their strategic partnership and the planned subsequent delisting of CGM on December 9, 2024. In this context, CVC published a voluntary public tender offer to all CGM shareholders. On April 17, 2025, the bidder announced receiving the final regulatory approval for its voluntary public tender offer. The strategic partnership between CVC and CGM officially came into effect upon completion of the offer on May 2, 2025. Subsequently, CompuGroup Medical and CVC announced the signing of an agreement to delist CGM from the stock exchange on May 8, 2025. For this purpose, CVC launched a public delisting offer to all shareholder of CompuGroup Medical on May 23, 2025.
The completion of the public delisting offer will take place within the next eight banking days, i.e. on July 9, 2025 the latest. Shareholders of CompuGroup Medical who tendered their shares in the public delisting offer will be paid the offer price of EUR 22.00 per share. Further information on the settlement and transfer of the tendered shares is available on the following website: https://www.practice-public-offer.com/en.
About CompuGroup Medical SE & Co. KGaA
CompuGroup Medical is one of the leading e-health companies in the world. With a revenue base of EUR 1.15 billion in 2024, its software products are designed to support all medical and organizational activities in doctors’ offices, pharmacies, laboratories, hospitals and social welfare institutions. Its information services for all parties involved in the healthcare system and its web-based personal health records contribute towards safer and more efficient healthcare. The basis of CompuGroup Medical's services is its unique customer base, including doctors, dentists, pharmacists and other healthcare professionals in inpatient and outpatient facilities, as well as insurance and pharmaceutical companies. CompuGroup Medical has offices in 19 countries and offers its solutions in 60 countries worldwide. More than 8,700 highly qualified employees support customers with innovative solutions for the steadily growing demands of the healthcare system.
About CVC Capital Partners
CVC is a leading global private markets manager with a network of 30 office locations throughout EMEA, the Americas, and Asia, with approximately €200 billion of assets under management. CVC has seven complementary strategies across private equity, secondaries, credit and infrastructure, for which CVC funds have secured commitments of over €260 billion from some of the world's leading pension funds and other institutional investors. Funds managed or advised by CVC’s private equity strategy are invested in approximately 140 companies worldwide, which have combined annual sales of over €168 billion and employ over 600,000 people. CVC has been an established player in the German-speaking region for over 30 years and has successful partnerships with founder- and family-run companies, including Douglas, Europe's leading omnichannel provider of premium beauty, and until recently DKV Mobility, a leading service provider for international mobility, and Messer Industries, a leading global specialist for industrial gases.
- CVC has secured total stake of 27.78% of the share capital and voting rights in CompuGroup Medical; founding family Gotthardt retains majority stake of 50.12%
- CVC as second anchor shareholder will support CompuGroup Medical to focus on implementation of its long-term innovation and growth strategy
- Delisting from the regulated market of the Frankfurt Stock Exchange (Prime Standard) effective as of expiry of June 24, 2025
- Following completion of the delisting, CVC will join CompuGroup Medical’s expanded Administrative Board with three seats; founding family Gotthardt will remain in control
Koblenz, Frankfurt – Caesar BidCo GmbH, a holding company owned by investment funds advised and managed by CVC Capital Partners ("CVC"), has announced the final results of the public delisting offer to all shareholders of CompuGroup Medical SE & Co. KGaA ("CompuGroup Medical" or "CGM"). At the end of the acceptance period on June 24, 2025, the delisting offer was accepted for approximately 3.39% of all shares in CompuGroup Medical. In total, CVC has secured a stake of approximately 27.78% of the share capital in CGM via the bidder as of today. The shareholders around the founding family Gotthardt retain their majority stake and continue to hold approximately 50.12% of all shares in CompuGroup Medical. There will be no additional acceptance period, and the delisting offer is not subject to any closing conditions.
The delisting of CompuGroup Medical from the Frankfurt Stock Exchange has become effective as of expiry of June 24, 2025. Following the completion of the delisting from the regulated market of the Frankfurt Stock Exchange (XETRA) and from the segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange, the management of CompuGroup Medical has promptly taken action to terminate the inclusion of CGM shares in the open market (Freiverkehr) of the stock exchanges in Berlin (Second Regulated Market), Düsseldorf, Hamburg, Hanover, Munich, Stuttgart, as well as via Tradegate Exchange.
Effective July onwards, the Administrative Board of CompuGroup Medical will expand from five to six members, reflecting the terms of the Investment Agreement with CVC. As part of this agreement, CVC will secure representation on the Administrative Board with three seats. The founding family Gotthardt will retain control of the Administrative Board, represented by three representatives, including Frank Gotthardt as Chairman, Prof. (apl.) Dr. Daniel Gotthardt and Dr. Klaus Esser. Joining the Administrative Board as CVC representatives are Dr. Daniel Pindur, Can Toygar and Christoph Röttele. Together, the Gotthardt family and CVC will bring in their joint expertise to drive the execution of CGM’s long-term growth and innovation strategy.
Frank Gotthardt, Chairman of the Administrative Board of CompuGroup Medical, said: I would like to sincerely thank Stefanie Peters and Prof. (apl.) Dr. med. Karl Heinz Weiss for their support of CGM during their tenure as members of the Administrative Board. I am looking forward to driving innovation and growth together with CVC in the years to come. For no one should suffer or die because at some time medical information was missing.”
Dr. Daniel Pindur, Managing Partner at CVC, said: “With our partnership with CGM and the successful delisting, we are entering the next chapter of CompuGroup Medical’s success story. Together, we will be able to invest in a long-term and strategic manner to expand CGM’s leading market position.” Can Toygar, Partner at CVC, added: “In collaboration with the Gotthardt family, we will focus on investing in the future of the company, driving product development and delivering outstanding solutions for CGM’s customers.”
CGM and CVC first announced their strategic partnership and the planned subsequent delisting of CGM on December 9, 2024. In this context, CVC published a voluntary public tender offer to all CGM shareholders. On April 17, 2025, the bidder announced receiving the final regulatory approval for its voluntary public tender offer. The strategic partnership between CVC and CGM officially came into effect upon completion of the offer on May 2, 2025. Subsequently, CompuGroup Medical and CVC announced the signing of an agreement to delist CGM from the stock exchange on May 8, 2025. For this purpose, CVC launched a public delisting offer to all shareholder of CompuGroup Medical on May 23, 2025.
The completion of the public delisting offer will take place within the next eight banking days, i.e. on July 9, 2025 the latest. Shareholders of CompuGroup Medical who tendered their shares in the public delisting offer will be paid the offer price of EUR 22.00 per share. Further information on the settlement and transfer of the tendered shares is available on the following website: https://www.practice-public-offer.com/en.
About CompuGroup Medical SE & Co. KGaA
CompuGroup Medical is one of the leading e-health companies in the world. With a revenue base of EUR 1.15 billion in 2024, its software products are designed to support all medical and organizational activities in doctors’ offices, pharmacies, laboratories, hospitals and social welfare institutions. Its information services for all parties involved in the healthcare system and its web-based personal health records contribute towards safer and more efficient healthcare. The basis of CompuGroup Medical's services is its unique customer base, including doctors, dentists, pharmacists and other healthcare professionals in inpatient and outpatient facilities, as well as insurance and pharmaceutical companies. CompuGroup Medical has offices in 19 countries and offers its solutions in 60 countries worldwide. More than 8,700 highly qualified employees support customers with innovative solutions for the steadily growing demands of the healthcare system.
About CVC Capital Partners
CVC is a leading global private markets manager with a network of 30 office locations throughout EMEA, the Americas, and Asia, with approximately €200 billion of assets under management. CVC has seven complementary strategies across private equity, secondaries, credit and infrastructure, for which CVC funds have secured commitments of over €260 billion from some of the world's leading pension funds and other institutional investors. Funds managed or advised by CVC’s private equity strategy are invested in approximately 140 companies worldwide, which have combined annual sales of over €168 billion and employ over 600,000 people. CVC has been an established player in the German-speaking region for over 30 years and has successful partnerships with founder- and family-run companies, including Douglas, Europe's leading omnichannel provider of premium beauty, and until recently DKV Mobility, a leading service provider for international mobility, and Messer Industries, a leading global specialist for industrial gases.
12 June 2025
Weng Fine Art: Sale of the Artnet Stake completed
Press Release from June 11, 2025
The sale of the stake in artnet AG (Artnet) has now been completed and the purchase price of almost EUR 20 million for the Artnet shares acquired has been paid to Rüdiger K. Weng and the companies under his control. Weng Fine Art AG (WFA) accounted for EUR 15,187,500 of this amount.
WFA will use the high cash inflow primarily to reduce its bank liabilities and, as a result, will terminate its cooperation with three banks for the time being in the coming months. This will reduce the number of financing partners to three or four banks in the near future. The management plans to invest the remaining part of the income in the development of promising new business areas, among other things. The Management Board will provide details on this later this year.
WFA CEO Rüdiger K. Weng comments on discussions about a potentially even higher takeover price for Artnet shareholders as follows: "In my view, speculation about a possibly higher consideration for the shareholders as part of the takeover process is absurd. Beowolff Capital is likely to have already acquired or been promised more than 70% of the shares by now, so there is no longer any room for any promising counteroffer from any side."
Rüdiger K. Weng's opinion on hopes of a higher price in a possible squeeze-out procedure is as follows: "Hans Neuendorf and Family & Friends have continuously drawn on the assets and income of Artnet for over two decades until both the equity and the cash holdings were completely depleted. Without a capital injection from outside, Artnet would probably have had to file for insolvency within the next few weeks or months. Against this background, the purchase price of EUR 11.25 per share that I negotiated is already optimized and can only be justified by Artnet's very valuable brand and its wealth of data. In contrast, I expect the figures for the operations in 2024 and 2025, which will be published soon, will look catastrophic. Against this background, I consider it extremely unlikely that an even higher price could be achieved in a possible squeeze-out. WFA and I have therefore decided to sell all our shares to Beowolff Capital. However, it is possible that WFA will acquire a stake in the company resulting from the merger of Artnet and Artsy at a later date."
About Weng Fine Art
Weng Fine Art AG (WFA) is a leading art trading company in Europe. The company, based in Monheim am Rhein, was founded in 1994 by Rüdiger K. Weng and has been the only art trading company in Europe listed on the stock exchange since 2012. With currently three business divisions and a team of art, finance and digital experts, the company serves customers all over the world. The company focuses on trading works by internationally renowned 20th and 21st century artists such as Pablo Picasso, Henri Matisse, Edvard Munch, Emil Nolde, Ernst Ludwig Kirchner, Wassily Kandinsky, Andy Warhol, Gerhard Richter, Joseph Beuys, Ai Weiwei, Damien Hirst and Robert Longo.
Weng Fine Art currently concentrates on the business-to-business sector and supplies the major international auction houses as well as renowned dealers and galleries. With its Swiss subsidiary ArtXX AG, WFA operates an e-commerce business for limited serial artworks by the most important contemporary artists under the “Weng Contemporary” brand.
Together with partners from the financial and technology industry, Weng Art Invest is involved in the development of the digital art market based on blockchain technology in order to facilitate access to the art market for collectors and investors and to create transparency for art as an asset class. Further information can be found at: www.wengfineart.com
The sale of the stake in artnet AG (Artnet) has now been completed and the purchase price of almost EUR 20 million for the Artnet shares acquired has been paid to Rüdiger K. Weng and the companies under his control. Weng Fine Art AG (WFA) accounted for EUR 15,187,500 of this amount.
WFA will use the high cash inflow primarily to reduce its bank liabilities and, as a result, will terminate its cooperation with three banks for the time being in the coming months. This will reduce the number of financing partners to three or four banks in the near future. The management plans to invest the remaining part of the income in the development of promising new business areas, among other things. The Management Board will provide details on this later this year.
WFA CEO Rüdiger K. Weng comments on discussions about a potentially even higher takeover price for Artnet shareholders as follows: "In my view, speculation about a possibly higher consideration for the shareholders as part of the takeover process is absurd. Beowolff Capital is likely to have already acquired or been promised more than 70% of the shares by now, so there is no longer any room for any promising counteroffer from any side."
Rüdiger K. Weng's opinion on hopes of a higher price in a possible squeeze-out procedure is as follows: "Hans Neuendorf and Family & Friends have continuously drawn on the assets and income of Artnet for over two decades until both the equity and the cash holdings were completely depleted. Without a capital injection from outside, Artnet would probably have had to file for insolvency within the next few weeks or months. Against this background, the purchase price of EUR 11.25 per share that I negotiated is already optimized and can only be justified by Artnet's very valuable brand and its wealth of data. In contrast, I expect the figures for the operations in 2024 and 2025, which will be published soon, will look catastrophic. Against this background, I consider it extremely unlikely that an even higher price could be achieved in a possible squeeze-out. WFA and I have therefore decided to sell all our shares to Beowolff Capital. However, it is possible that WFA will acquire a stake in the company resulting from the merger of Artnet and Artsy at a later date."
About Weng Fine Art
Weng Fine Art AG (WFA) is a leading art trading company in Europe. The company, based in Monheim am Rhein, was founded in 1994 by Rüdiger K. Weng and has been the only art trading company in Europe listed on the stock exchange since 2012. With currently three business divisions and a team of art, finance and digital experts, the company serves customers all over the world. The company focuses on trading works by internationally renowned 20th and 21st century artists such as Pablo Picasso, Henri Matisse, Edvard Munch, Emil Nolde, Ernst Ludwig Kirchner, Wassily Kandinsky, Andy Warhol, Gerhard Richter, Joseph Beuys, Ai Weiwei, Damien Hirst and Robert Longo.
Weng Fine Art currently concentrates on the business-to-business sector and supplies the major international auction houses as well as renowned dealers and galleries. With its Swiss subsidiary ArtXX AG, WFA operates an e-commerce business for limited serial artworks by the most important contemporary artists under the “Weng Contemporary” brand.
Together with partners from the financial and technology industry, Weng Art Invest is involved in the development of the digital art market based on blockchain technology in order to facilitate access to the art market for collectors and investors and to create transparency for art as an asset class. Further information can be found at: www.wengfineart.com
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