20 April 2017

Upcoming judicial review proceedings (Germany and Austria)

The specialized law firm ARENDTS ANWÄLTE will represent minority shareholders in following proceedings:
  • Ariston Real Estate AG: squeeze-out
  • BDI - BioEnergy International AG: squeeze-out
  • Bremer Straßenbahn AG: squeeze-out announced
  • BWT AG: squeeze-out
  • CHORUS Clean Energy AG: squeeze-out announced
  • DATA MODUL Aktiengesellschaft Produktion und Vertrieb von elektronischen Systemen: domination agreement
  • Diebold Nixdorf Aktiengesellschaft (formerly: Wincor Nixdorf Aktiengesellschaft): domination agreement
  • DVB Bank SE: squeeze-out
  • GfK SE: squeeze-out
  • IKB Deutsche Industriebank AG: squeeze-out
  • KÖLN-DÜSSELDORFER Deutsche Rheinschiffahrt AG: squeeze-out
  • Kontron AG: merger with S&T Deutschland Holding AG
  • mediantis AG (formerly: buecher.de AG): squeeze-out
  • MWG-Biotech AG: squeeze-out
  • Pelikan Aktiengesellschaft: squeeze-out
  • primion Technology AG: squeeze-out
  • Raiffeisen Bank International AG: merger with Raiffeisen Zentralbank Österreich AG
  • Schlumberger Aktiengesellschaft: squeeze-out
  • STRABAG AG: squeeze-out
  • WESTGRUND Aktiengesellschaft: squeeze-out

New LinkedIn group "Shareholders in Germany"

12 April 2017

Data Modul: Arrow intends to enter into domination and profit transfer agreement

- Arrow Central Europe Holding Munich GmbH ('Arrow') intends to enter into a domination and profit transfer agreement

- Arrow has notified Data Modul AG that Arrow holds, as per today, 69.2% of registered share capital of Data Modul AG

http://spruchverfahren.blogspot.de/2017/04/data-modul-aktiengesellschaft.html

28 March 2017

Statement by AURELIUS Equity Opportunities SE & Co. KGaA on the short attack by Gotham City and outlook on the development of the business

- Allegations of short-seller Gotham unfounded and distorting reality

- Share buy-back stepped-up: EUR 50m immediately, additionally EUR 160m as of June 21, 2017

A. Executive summary


1. The report published today by Gotham City primarily consists of the manipulation of facts known and already published by AURELIUS, which have been presented intentionally in a misleading fashion and with false claims, presumptions and assertions to deliberately distort the situation in order to cause damage for the shareholders of AURELIUS in its own economic interest (short position).

2. The conclusions drawn by Gotham City Research are substantially incorrect. At no time has Gotham City Research attempted to make contact with AURELIUS, let alone held a telephone conversation or personal conversation with AURELIUS.

3. Gotham City Research claims to hold a significant short position in AURELIUS. Gotham City Research therefore has a fundamental interest in damaging the reputation of AURELIUS by making false assertions and drawing incorrect conclusions in order to manipulate AURELIUS's share price and make significant speculative gains to the detriment of our shareholders when prices fall substantially.

B. Corrective statement

Below, we correct the main incorrect claims made by Gotham City Research:

Re Arques
It is true that Dirk Markus worked for Arques until of the end of 2004. He has been responsible for the operational turnaround of portfolio companies. The disappointing development of Arques that started in 2008 is due to bad deals done in 2006 and 2007 rather than the business model in general. Achieving negative goodwill upon the acquisition of companies is an intrinsic component of the business model and AURELIUS has always been very transparent in disclosing and explaining it.

Re Contingent liabilities
Contingent liabilities are not overstated. Guarantees given to buyers of businesses are part of normal M&A transactions and materialize only in exceptional cases. The example of Wellman cited in the report demonstrates this well. The presumed "risk" at Wellman mentioned in the report never materialized and the last guarantee tranche expired in Nov 2016.

Re Insolvencies
AURELIUS has since 2006 acquired almost 80 companies all of which were in a special situation. While AURELIUS was able to restructure most of them in some cases insolvencies could not be avoided, especially when insolvency regime tools such as ESUG (in Germany) and pre-pack (in the UK) were used to actively safe a company.

Re Net Asset Value
NAV is a model and as such always subject to assumptions. With regard to most of the exits we had since publishing the NAV the purchase price was always close to NAV. Discount factors used are published quarterly and influenced by interest rate changes. As such it is not surprising that they are lower today then a few years ago.

Re Auditor
AURELIUS has been audited by Warth & Klein Grant Thornton since 2010. While not a member of the big four, Grant Thornton is among the top ten auditing companies in the world with a well reputed network and presence in 130 countries.

Re Why not an unqualified audit?

For more than ten years, the audit has led to no reservations; the audit opinion has only been qualified with regard to the disclosure of individual purchase prices paid in acquisitions under IFRS 3 and 8. We strongly believe that disclosing purchases prices would have a negative competitive impact in comparison to non-listed competitors and therefore have never done so.

Re Is Dirk Markus CEO and CFO in one person?
Dirk Markus is CEO of AURELIUS and lives in London because he is in charge of the international portfolio of Aurelius as well as Investor Relations. Steffen Schiefer is CFO of AURELIUS and has been so successfully since 2012.

Re Litigation
Litigation is part of normal live in a corporation in our size and in restructuring situations can sometimes be contentious. However the number of lawsuits is in line with a company of our size, total cash out for lawsuits over the last ten years has been a single-digit million EUR-amount and AURELIUS does not expect this to change materially in the future.

Over the coming days, we will issue a more comprehensive rebuttal of the allegations.
Further, the company is evaluating possible damage claims with regard to a liability for unlawful acts, the notification of BaFin and the filing of a criminal complaint against the responsible individuals with the hedge funds Gotham City for market manipulation.

Share buy-back stepped-up: EUR 50m immediately, additionally EUR 160m as of June 21, 2017

AURELIUS will immediately set-up another share buy-back program in the amount of EUR 50m and will cancel the shares already bought by the company during the current buy-back programme. In addition, the company will propose to the Annual General Meeting on June 21, 2017 to authorize the acquisition of up to 10% of the Company's share capital, equaling approximately EUR 160m based on the current share price.

Positive Outlook

AURELIUS sees a strong exit pipeline and interest in its subsidiaries. AURELIUS expects to successfully exit two to three sizeable companies over the next few months.

With the acquisition of Office Depot and WEX, AURELIUS had a good start to fiscal year 2017. Group revenues and total group EBITDA are expected to increase further.

AURELIUS will continue to position itself as preferred partner in complex pan-European corporate spin-offs. AURELIUS expects a minimum of 6 acquisitions in 2017.

AURELIUS will continue a sustainable dividend policy and share buy-back program.

Conference Call on full-year results on May 29, 2017

AURELIUS Equity Opportunities SE & Co. KGaA will publish its full-year results 2016 on March 29, 2017 at around 11am CET. A telephone conference with the AURELIUS Executive Board will be held at 2pm CET on Wednesday, March 29, 2017 in English for interested investors and journalists. Please send an email to investor@aureliusinvest.de to register.

March 28, 2017

18 January 2017

msg life ag: Purchase offer to msg life shareholders announced by major shareholder, delisting of msg life shares planned

(Leinfelden-Echterdingen, 16 January 2017) - The main shareholder of msg life ag, msg systems AG, which currently holds ca. 49.09% of the shares in msg life ag, notified the Executive Board of msg life ag today that it intends to make a voluntary public purchase offer for all the shares in msg life ag. Shareholders are to be offered the minimum price provided for by law.

After publication of the offer, msg life intends to delist the shares in msg life ag in due course by applying to the Frankfurt Stock Exchange for authorisation to trade the shares on the regulated market to be revoked. There is no intention to list the msg life shares on any other regulated market or on another trading platform.

Having consulted with the Supervisory Board the Executive Board of msg life ag welcomes the planned procedure.

Issued by: msg life ag

06 October 2016

Kabel Deutschland Holding AG withdraws appeal against a second special audit

On 9 June 2016, the District Court I of Munich (Landgericht München I) decided to approve a second special audit regarding malpractice and alleged unlawful acts in the case of the take-over of Kabel Deutschland Holding AG by Vodafone. Like in the case of the first special audit, the application was filed by Elliott, an activist shareholder. After the decision of Kabel Deutschland Holding AG to withdraw its appeal against the ruling, the decision became binding and the special auditor, Martin Schommer, can now start his further investigations.

Since the first special audit which presented results of the investigation period only until 31 March 2013, Schommer came, inter alia, to the following result: The internal company evaluation of Kabel Deutschland Holding AG and its investment banks was resulting to a significantly higher value of the company in comparison to the price offered for the acquisition by Vodafone.

The objective of the second special audit will be a deeper investigation into the behaviour of the management board of Kabel Deutschland Holding AG after 31 March 2013. According to Elliot, further “enlightenment” in the case is needed.

19 September 2016

IKB Deutsche Industriebank AG: Lone Star informed IKB about intention to pursue a squeeze-out of minority shareholders

LSF6 Europe Financial Holdings, L. P., Dallas, USA, ("LSF6"), a subsidiary of Lone Star, notified the following to IKB Deutsche Industriebank AG ("IKB"):

"After the settlement of its voluntary public offer of 8 August 2016, LSF6 will possess more than 95% of the IKB shares and share capital. The settlement of the offer is expected not later as on 14 September 2016. After the settlement of the offer, as the principal shareholder of IKB, LSF6 has decided to carry out the process of elimination in accordance with §§ 327a et seq. German Stock Companies Act (Aktiengesetz - AktG). Therefore, LSF6 will make a request in accordance with § 327a AktG so as to convene an extraordinary shareholders´ meeting of IKB, which will decide on the transfer of shares of minority shareholders to LSF6, for a cash compensation of an adequate amount."

Offer to the shareholders of Colonia Real Estate AG for the acquisition of shares for cash compensation in connection with domination agreement

According to a press announcement of the company, the listing of Colonia Real Estate AG (hereinafter “Colonia”) shares in the Entry Standard is expected to end on 28 October 2016. The board of Colonia, part of TAG Immobilien AG group, and the management of TAG Beteiligungs- und Verwaltungs GmbH (hereinafter “TAG BI”), a subsidiary of TAG Immobilien AG, have concluded, in July 2016, a domination and profit transfer agreement with TAG BI as controlling entity and Colonia as controlled entity. The agreement has become effective upon its entry in the commercial register of Colonia at the Local Court of Hamburg on 13 September 2016. According to the agreement, TAG BI submits an offer to the minority shareholders of Colonia to purchase the shares for a cash compensation of EUR 7.19 per share by 14 November 2016. Alternatively, shareholders who do not accept this tender offer and remain shareholders, will be compensated in the form of an annual guaranteed dividend (Ausgleichszahlung) of EUR 0.20 (net compensatory amount) per share.

However, the adequacy of the settlement and compensation will be examined in judicial review proceedings (Spruchverfahren). In that regard, the tender offer can be accepted not only until 14 November 2016 (as mentioned in the press release), but also long afterwards until the conclusion of this probably several years lasting judicial review proceeding.

The shareholders of Colonia, who wish to accept the offer, are requested to instruct their custodian bank to perform the necessary actions. 

At the same time, Colonia has announced termination of the integration of Colonia shares in the trading segment "Entry Standard" of the Regulated Market ("Open Market") of the Frankfurt Stock Exchange to be expected with effect from 28 October 2016. According to the press release, the delisting of the Colonia shares means that after 28 October 2016 there will be no current price determination of Colonia shares anymore and the trading of shares for this reason, will be only at a limited extent. However, we expect that Colonia shares can still be traded, although not on the Regulated Market. On the long run, TAG Immobilien AG might also consider a squeeze-out of the remaining miniority shareholders or a merger. 

17 September 2016

New LinkedIn group "Shareholders in Germany"

Judicial review proceedings regarding the squeeze-out at AXA Konzern AG: judicial expert concludes to a significantly higher value of ordinary and preference shares

In the judicial review proceedings regarding the squeeze-out in AXA Konzern AG, the extensive expert's report by NPP Niethammer, Posewang & Partner GmbH, which was commissioned by the court, has been made available by the District Court of Cologne (Landgericht Köln). NPP concludes to a significantly higher value of the shares, both ordinary and preference ones, than the offered amount by the main shareholder, i.e. EUR 134.54 per ordinary and preference share (after a court settlement raised to EUR 144.69 per ordinary share and EUR 146.24 per preference share). According to NPP's calculations, the appropriate compensation is considered to be EUR 237.74 and EUR 238.77 respectively. If the court follows this expert opinion, the initially proposed amount would be increased by 76.71% per ordinary share and by 77.47% per preference share.

KWG Kommunale Wohnen AG: Proposal to change legal form into a limited company (GmbH) - In case of objection, pay-off set at EUR 11,08

The most important topic on the agenda of the upcoming AGM of KWG Kommunale Wohnen AG is the change of its legal form in a German limited company (GmbH). This also means the end of its listing on the stock exchange. Minority shareholders, whose objection is recorded by the presiding notary public, will receive a pay-off (cash amount of EUR 11,08 per KWG share, according to §§ 207 a.f. "Umwandlungsgesetz" - Corporate Transformation Act). The adequacy of this cash compensation will be reviewed in the relevant judicial review proceedings (Spruchverfahren).

02 September 2016

elexis AG: Squeeze-out of minority shareholders

Clearstream Banking1 hereby informs customers that effective

25 August 2016

a squeeze-out of minority shareholders in elexis AG registered shares (DE000A14KD80) will take place.

The following schedule applies:

Squeeze-out on ex-date 25 August 2016

Starting 22 August 2016, no re-registration/registration instructions or shareholder data changes will be forwarded from CASCADE-RS to the shareholder register.

Clearstream Banking will perform the closing out automatically. Holdings will be transferred in standard processing on 24 August 2016. Securities will be transferred in standard processing with value date 25 August 2016.

On 25 August 2016, compensation plus interest will be paid to the squeezed-out shareholders on the holdings recorded in the books as of 24 August 2016 in the evening.

OTC transactions

The banks are to ensure that all OTC transactions are processed at the latest on 24 August 2016in the second SDS.

After the second SDS on 24 August 2016, the banks must delete outstanding OTC transactions manually by 19:00 on the same day. Deletion is not automatic.
Additional information will be published in WSS-CBF.

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1. This Announcement is published by Clearstream Banking AG (CBF), registered office at Mergenthalerallee 61, 65760 Eschborn, Germany, registered with the Commercial Register of the District Court in Frankfurt am Main, Germany, under number HRB 7500.

Lone Star affiliate secures a total of approximately 91.4% ISARIA Wohnbau AG shares at the end of the acceptance period of the offer

Press Release

Frankfurt am Main, August 30, 2016. LSREF4 ARIA Beteiligungs GmbH & Co. KG (the “Bidder”), an affiliate of Lone Star Real Estate Fund IV (U.S.), L.P. and Lone Star Real Estate Fund IV (Bermuda), L.P., hereby announces the final acceptance ratio at the end of the regular acceptance period with regard to its voluntary public takeover offer and compensation offer (together the “Offer”) to the shareholders of ISARIA Wohnbau AG (hereinafter “ISARIA”). Together with shares previously held or acquired outside of the Offer during the acceptance period and new shares acquired in ISARIA’s recent rights offering, the Bidder secured a total of approximately 91.4% of the outstanding shares in ISARIA. Additional ISARIA shares, which are subject to irrevocable tender commitments, are expected to be tendered prior to the end of the additional acceptance period at the latest.

Lone Star said: “We are very pleased with the great result and the acceptance of the offer by the ISARIA shareholders.” As set out in the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)), ISARIA shareholders who have not yet accepted the Offer may still tender their shares in return for a cash payment of EUR 4.50 during the statutory additional acceptance period that will start at 0:00 a.m. (CET) on August 31, 2016 and end at midnight (CET) on September 13, 2016.

The settlement date for all tendered shares is expected to occur on September 20, 2016.

About Lone Star: Lone Star Funds (“Lone Star”) is a leading private equity firm that invests globally in real estate, equity, credit and other financial assets. Since the establishment of its first fund in 1995, Lone Star has organized sixteen private equity funds (the “Funds”) with aggregate capital commitments totaling over $65 billion. The Funds are structured as closed-end, private-equity limited partnerships, the limited partners of which include corporate and public pension funds, sovereign wealth funds, university endowments, foundations, fund of funds and high net worth individuals. The Funds are advised by Lone Star Global Acquisitions, Ltd. (“LSGA”), an investment adviser registered with the U.S. Securities and Exchange Commission. LSGA and its global subsidiaries advise the Funds from offices in North America, Western Europe and East Asia.

25 June 2016

Higher compensation for former shareholders of SCA Hygiene Products SE: Court sets adequate cash compensation at EUR 533.93 per share

The County Court of Munich I (Landgericht München I) decided to increase the amount of the cash compensation to EUR 533.93 per share.

The majority shareholder, SCA Group Holding B.V., Amsterdam/The Netherlands, initially offered EUR 468.42 EUR per share. After the valuation work, the amount was increased to EUR 487.81 EUR, c.f. http://spruchverfahren.blogspot.de/2013/05/sca-hygiene-products-se-erhohung-der.html

The first instance decision can be appealed within a month.

LG München I, decision of 31 May 2016, file no. 5 HK O 14376/13
Helfrich et al.. ./. SCA Group Holding B.V.