14 January 2021

CENTROTEC SE: Delisting of CENTROTEC SE shares from the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) will be effective as of January 15, 2021 (end of day)

Brilon: Today, Tuesday the 12th of January 2021, the Frankfurt Stock Exchange has informed CENTROTEC SE (ISIN DE0005407506), that the application of CENTROTEC SE for revocation of the listing of the shares of CENTROTEC SE for trading in the regulated market of the Frankfurt Stock Exchange has been approved and granted.

The Frankfurt Stock Exchange has ordered that this decision shall be executed without delay (sofortige Vollziehung). According to the stipulations of the stock exchange rules of the Frankfurt Stock Exchange (Börsenordnung) the revocation of the listing on the stock exchange will become effective as of January 15, 2021, end of day. After that date CENTROTEC shares can no longer be traded on the Frankfurt Stock Exchange. The voluntary public delisting purchase offer by Mr. Guido Krass can be accepted by CENTROTEC shareholders until its end on January 15, 2021.

CENTROTEC SE
CENTROTEC SE enjoys a presence in around 50 different countries through subsidiaries and sales partners. The principal group companies are Wolf, Brink Climate Systems and Ned Air in the Climate Systems segment, specialising in heating, climate control and ventilation technology e.g. in the form of solar thermal systems, CHP units and home ventilation systems with heat recovery, as well as Ubbink and Centrotherm in the Gas Flue Systems segment, with their focus on gas flue and air piping systems. CENTROTEC is consequently Europe's only listed full-service provider of heating and climate control technology, solar thermal and photovoltaic systems and energy-saving solutions for buildings.

28 December 2020

Vodafone announces Tender Offer for Kabel Deutschland minority holdings

Vodafone Group Plc (“Vodafone Group”) and its wholly-owned subsidiary Vodafone Vierte Verwaltungs AG (“Vodafone KDG”) (together, “Vodafone”) announce today a tender offer to all other shareholders of Kabel Deutschland Holding AG (“KDG”).

Vodafone will offer the KDG shareholders cash consideration of €103 for each outstanding KDG share (the “Offer”). Vodafone has received irrevocable undertakings from entities advised by the D. E. Shaw group, by Elliott Advisers (UK) Limited (“Elliott”) and by UBS O’Connor LLC (together the “Accepting Shareholders”) to accept the Offer for all of their KDG shares, representing approximately 17.1% of the share capital of KDG. Following completion of the Offer, Vodafone will own at least 93.8% of the outstanding share capital of KDG.

The consideration for the shares of the Accepting Shareholders in KDG who have given irrevocable undertakings is €1,557 million. If all KDG minorities tender their shares, the consideration will increase to €2,119 million. The cash consideration will be funded from Vodafone’s existing cash resources.

The Offer is beneficial to Vodafone and will:
  • be immediately accretive for both adjusted earnings per share and free cash flow per share;
  • be neutral to Vodafone Group’s credit ratings; and
  • reduce Vodafone’s exposure to ongoing legal proceedings related to the KDG acquisition.
The Offer compares to the current 30 day VWAP of €108 per share.

Background to the Offer

Vodafone announced its intention to acquire KDG in June 2013 via a voluntary public takeover offer. The offer settled and completed in October 2013, with Vodafone owning 76.8% of KDG. Subsequently, Vodafone entered into a domination and profit and loss transfer agreement (the “DPLTA”) in December 2013, taking effect on 1 April 2014, which allowed the integration of Vodafone Germany and KDG.

Pursuant to the DPLTA, Vodafone undertook to pay to the minority shareholders of KDG an annually recurring net compensation of €3.17 per KDG share in cash. Vodafone also agreed, upon demand, to purchase such minority shareholders’ KDG shares for €84.53 per share in cash (the ‘Put Option’). In accordance with German law, the Put Option price increases every year based on a formula of: German base rate plus 5% less dividends paid. Consequently, the current effective cost of funding for Vodafone is 4.12%, which is significantly higher than its borrowing cost. The Put Option Price as at 30 September 2020 was €92 per KDG share.

At the instigation of the KDG minority shareholders, the Munich District Court (LG München 1) considered the adequacy of the mandatory cash offer made to minority shareholders in Vodafone’s takeover of KDG. In November 2019, the Munich District Court (LG München 1) ruled that the compensation Vodafone paid was “adequate” given KDG’s earnings potential based on an outlook set out by the Board of KDG in November 2013. A number of KDG minority shareholders appealed this decision, triggering an appeals process which has now commenced and is expected to take several years to complete.

Other relevant aspects in relation to the Offer
  • In considering the value of the Offer, Vodafone anticipated the likely future guaranteed compensation payments to be made to the minority shareholders in KDG, as well as the Put Option value of the shares once the court process concludes and the risks and expenses related to the legal proceedings. In accepting the Offer, KDG shareholders will agree to waive their rights to any proceeds resulting from the ongoing court process.
  • The acquisition of KDG shares from the Accepting Shareholders who have provided irrevocable undertakings will increase Vodafone’s reported net debt as at 30 September 2020 from €44.0 billion to €45.5 billion, increasing to €46.1 billion if all KDG minorities tender their shares. The full minority shareholding in KDG is already reflected as a liability in the rating agencies' adjusted credit metrics, so the Offer is not expected to impact Vodafone’s current ratings.
  • For the purposes of the UK Listing Rules, Elliott is considered to be a related party of Vodafone by virtue of its shareholding in KDG exceeding 10%. As a result, Elliott’s irrevocable commitment to tender its KDG shares constitutes a smaller related party transaction under LR 11.1.10 R.
  • As a result of the agreement to tender their shares in KDG to Vodafone, the Accepting Shareholders will withdraw their appeal from the court of appeal in Munich (Oberlandesgericht München). Elliott has also agreed to certain confidentiality and other restrictions, including commitments not to take further legal action against Vodafone.
  • The Offer will be conditional on clearance under German foreign investment legislation.
  • The acceptance period will begin on 28 December 2020 and be open until 1 February 2021. There will be no additional acceptance period.
  • The German offer document will together with an English convenience translation be published on the following website: https://investors.vodafone.com/individual-shareholders/KDG-offer

24 December 2020

Upcoming appraisal proceedings in Germany

ARENDTS ANWÄLTE will represent minority shareholders in following proceedings:

  • ADLER Real Estate AG: DA (with ADO Group S.A, formerly ADO Properties S.A., as dominating party) or squeeze-out
  • AMIRA Verwaltungs Aktiengesellschaft: squeeze-out
  • AUDI AG: squeeze-out
  • Axel Springer SE: squeeze-out, AGM on 26 November 2020
  • BHS tabletop AG: merger squeeze-out
  • comdirect bank AG: merger squeeze-out
  • Covivio Office AG: squeeze-out
  • Design Hotels AG: merger squeeze-out in favour of Marriott DH Holding AG
  • EASY SOFTWARE AG: DPLTA
  • HSBC Trinkaus & Burkhardt AG: squeeze-out
  • IMW Immobilien SE: squeeze-out
  • ISARIA Wohnbau AG: squeeze-out
  • ISRA VISION AG: merger squeeze-out in favour of Atlas Copco Germany Holding AG
  • MAN SE: merger squeeze-out in favour of Volkswagen subsidiary, Traton SE, postponed to 2021
  • Mercurius AG: squeeze-out
  • msg life ag: DA
  • Nymphenburg Immobilien Aktiengesellschaft: squeeze-out 
  • OSRAM Licht AG: DPLTA, EGM on 3 November 2020
  • RENK AG: merger squeeze-out in favour of Rebecca BidCo AG
  • Schuler Aktiengesellschaft: squeeze-out in favour of ANDRITZ Beteiligungsgesellschaft IV GmbH
  • STADA Arzneimittel AG: squeeze-out in favour of Nidda Healthcare GmbH
  • WESTGRUND Aktiengesellschaft: squeeze-out announced end of 2016, takeover offer by ADO Properties S.A.
(without obligation)

Vodafone buys Kabel Deutschland shares from Elliott: Will a squeeze-out of the minority shareholders follow?

by Attorney-at-law Martin Arendts, M.B.L-HSG

The telecommunications group Vodafone has reached an agreement with the hedge fund Elliott and two other Kabel Deutschland shareholders, D. E. Shaw and UBS O'Connor LLC, to buy their shares. All three together hold 17.1 % of Kabel Deutschland. Vodafone can now take over this portion for EUR 103 per share.

Vodafone announced the takeover of Kabel Deutschland in June 2013 and completed it in spring 2014. At that time, Vodafone had offered EUR 84.53 per Kabel Deutschland share. For the domination and profit and loss transfer agreement (DPLTA) concluded afterwards (with Kabel Deutschland as the controlled company) after reaching 77 %, there is an award procedure that is currently pending before the Munich Higher Regional Court (Oberlandesgericht), see: https://spruchverfahren.blogspot.com/2020/12/spruchverfahren-zum-beherrschungs-und_23.html

Under the domination agreement, the management board of Kabel Deutschland was given an instruction to revoke the admission of the company's shares to trading in the regulated market and to trading in the market with additional post-admission obligations (Prime Standard): https://spruchverfahren.blogspot.com/2015/09/kabel-deutschland-holding-ag-weisung.html

As an "activist" shareholder, Elliott was able to enforce two special audits at Kabel Deutschland. The report of the last special audit was presented to the Annual General Meeting in November: https://spruchverfahren.blogspot.com/2020/10/sonderprufungsbericht-auf-der.html

After the most recent purchase, Vodafone has 93.8 % of Kabel Deutschland. The logical next step in the integration of Kabel Deutschland would be to exclude the remaining minority shareholders, i.e. a squeeze-out under merger law (threshold: 90 %) or - after the purchase of additional shares - a squeeze-out under stock corporation law (threshold: 95 %).

Munich Higher Regional Court, file no. 31 Wx 190/20
County Court of Munich I, decision of November 27, 2019, file no. 5 HK O 6321/14
Vogel, E. et al. ./. Vodafone Vierte Verwaltungs AG
80 applicants
joint representative: Attornea-at-law Dr. Franz L. Heiss, 80801 Munich
Legal representative of the respondent, Vodafone Vierte Verwaltungs AG:
Lawyers Linklaters LLP, 40212 Düsseldorf

27 October 2020

Design Hotels AG: Cash compensation for merger squeeze-out determined at EUR 4.00 per share

PRESS RELEASE 

Berlin, October 23, 2020 - Today, Marriott DH Holding AG ("Marriott DH Holding") has confirmed its request to Design Hotels AG ("Design Hotels") for transfer of minority shares and announced that the cash compensation for the transfer of shares of the minority shareholders as part of the merger squeeze-out pursuant to section 62(1) and (5) of the German Transformation Act (UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (AktG) has been set at an amount of EUR 4.00 per Design Hotels share. 

The conclusion and notarization of the merger agreement between Design Hotels and Marriott DH Holding is envisaged to take place on 29 October 2020. The squeeze-out resolution is planned to be adopted by the annual general meeting of Design Hotels on 17 December 2020. 

The effectiveness of the cash merger squeeze-out is subject to the consent of the general meeting of Design Hotels and the registration of the transfer resolution and the merger in the commercial registers at the seats of Marriott DH Holding and Design Hotels. 

The Management Board

24 October 2020

Upcoming appraisal proceedings in Germany

 ARENDTS ANWÄLTE will represent minority shareholders in following proceedings:

  • ADLER Real Estate AG: DA (with ADO Group S.A, formerly ADO Properties S.A., as dominating party) or squeeze-out
  • AMIRA Verwaltungs Aktiengesellschaft: squeeze-out
  • AUDI AG: squeeze-out, virtual AGM on 31 Juli 2020, entry into commercial register delayed by action of voidance
  • Axel Springer SE: squeeze-out, AGM on 26 November 2020
  • BHS tabletop AG: merger squeeze-out, virtual AGM on 22 September 2020
  • comdirect bank AG: merger squeeze-out, virtual AGM on 5 May 2020, entry of the squeeze-out decision into the commercial register delayed by actions in recission
  • Design Hotels AG: merger squeeze-out in favour of Marriott DH Holding AG
  • EASY SOFTWARE AG: DPLTA
  • HSBC Trinkaus & Burkhardt AG: squeeze-out, AGM in 2020
  • IMW Immobilien SE: squeeze-out, EGM on 6 August 2020
  • ISARIA Wohnbau AG: squeeze-out, virtual AGM on 12 May 2020, entry of the squeeze-out decision into the commercial register delayed by actions in recission
  • ISRA VISION AG: merger squeeze-out in favour of Atlas Copco Germany Holding AG
  • MAN SE: merger squeeze-out in favour of Volkswagen subsidiary, Traton SE, postponed to 2021
  • msg life ag: DA, AGM on 10 November 2020
  • Nymphenburg Immobilien Aktiengesellschaft: squeeze-out 
  • OSRAM Licht AG: DPLTA, EGM on 3 November 2020
  • RENK AG: merger squeeze-out in favour of Rebecca BidCo AG, EGM end of 2020
  • Schuler Aktiengesellschaft: squeeze-out in favour of ANDRITZ Beteiligungsgesellschaft IV GmbH, virtual AGM on 24 September 2020
  • STADA Arzneimittel AG: squeeze-out in favour of Nidda Healthcare GmbH, EGM on 24 September 2020
  • WESTGRUND Aktiengesellschaft: squeeze-out announced end of 2016, takeover offer by ADO Properties S.A.
(without obligation)

Solventis publishes "Endgame Study 2020" (Endspiel-Studie 2020)

Press release of Solventis (translation)

It's that time again, the printing press for Solventis' 15th Endgame Study has started.

We understand “endgames” to refer to companies that have already announced structural measures such as domination and profit and loss transfer agreements (DPLTA) or squeeze-outs, or where such a structural measure could be pending. Endgames have a more favorable risk profile than "normal" equity investments with comparable returns.

The performance of our final favorites last year left a lot to be desired. At -15.4%, it was just as weak as during the financial crisis. An additional performance contribution of one percentage point was made by reworks from previous favorites (AXA Group, Dyckerhoff), so that the total was -14.3%.

Despite this damper, our favorites have outperformed the DAX (126%), MDAX (250%) and SDAX (175%) with 257% since they were launched in 2006. The study contains further explanations for calculating the track record of our favorites.

In the context of completed award proceedings, the improvements since last year's Endgame Study amounted to 14.1% including interest. This includes cases without subsequent improvement ("zeros"). Without zeros we come to a plus of 25.9% including interest. 56% (previous year: 51%) of the award proceedings were improved.

We have rearranged the portfolio for the current study. The reason for each favorite is given in a brief analysis along with a model (if it makes sense). Our endgame favorites offer, from a fundamental point of view, upside potential and, in addition, the chance of an endgame.

In addition, we present the completed award proceedings with regard to the squeeze-out at Softship AG. According to the court decisions in this case, over-the-counter market prices can be used for the 3M average as a minimum for the squeeze-out compensation. We provide background information on the court decisions and prepare over-the-counter market data for shares that have already been delisted.

Our Endgame 2020 universe comprises 256 companies. It is prepared and clearly summarized according to various criteria such as changes in the shareholder structure, critical thresholds for voting rights and share capital.

We are offering you this unique composition for sale at a price of € 995 plus VAT.

If you are interested, please contact us or send us the attached order. You will then receive the study immediately by post.

If you are interested or have any questions, please contact us. You can reach us either by phone on 06131/4860500 or by email to info@solventis.de.

Internet: http://www.solventis.de

22 October 2020

Design Hotels AG: Merger Squeeze-out / Request for transfer of minority shares

Berlin, October 22, 2020 - Marriott DH Holding AG (hereinafter referred to as "Marriott DH Holding") submitted to the management board of Design Hotels AG (hereinafter the "Company") the formal request pursuant to section 62(1) and (5) sentence 1 of the German Transformation Act (Umwandlungsgesetz - "UmwG") in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz - "AktG") to undertake the procedure of transfer of shares of the minority shareholders of the Company for reasonable compensation in cash in connection with a merger between the Company and Marriott DH Holding by way of absorption (so-called merger squeeze-out) and for this purpose have the general meeting of the Company to resolve on the transfer of the shares of the minority shareholders of the Company to Marriott DH Holding within three months upon conclusion of the merger agreement. The amount of the cash compensation to be paid by Marriott DH Holding to the minority shareholders of the Company will be communicated at a later stage. 

Marriott DH Holding has evidenced that it holds shares of the Company representing more than 90 percent of the share capital and is thus main shareholder within the meaning of section 62(5) sentence 1 of the German Transformation Act. 

The effectiveness of the merger squeeze-out is still subject to approval by the general meeting of the Company and the registration of the transfer resolution and the merger in the commercial registers at the seats of Marriott DH Holding and the Company. 

The Management Board

20 October 2020

Special audit report on the agenda of the upcoming AGM of Kabel Deutschland Holding AG

At the upcoming (virtual) general meeting of Kabel Deutschland Holding AG on 6 November 2020 the report on the special audit ordered by the County Court of Munich in 2016 on the takeover by the Vodafone Group will be on the agenda .

Excerpt from the invitation to the general meeting:

"6. Presentation and publication of the report of the special auditor Mr. Martin Schommer, c/o Constantin GmbH, Frankfurt am Main, on the special audit under the German Stock Corporation Act (AktG) in accordance with section 142 et seq. German Stock Corporation Act at Kabel Deutschland Holding AG, by decision of the Munich Regional Court I (Landgericht Muenchen I), taken on 9 June 2016 (file number: 17 HK O 6754/15) 

The motion for the appointment of a special court auditor in accordance with section 142 (2) German Stock Corporation Act (AktG) was filed by a qualified minority of shareholders. On 9 June 2016, the Munich Regional Court I resolved to order a special audit (file number: 17 HK O 6754/15). According to the court decision, within the framework of the special audit, the special auditors at Kabel Deutschland Holding AG were to examine the actions and measures of the Management Board and/or Supervisory Board in connection with a potential or definite future takeover of the Company by a third party and the impact of these actions and measures on the effected takeover by Vodafone Vierte Verwaltungs AG as well as all related internal and external communication by the Management Board and/or Supervisory Board and the communication between the two bodies after 31 March 2013, as well as changes in the incentive structure for members of the Company's bodies in connection with these contacts at the time. The Munich Regional Court I appointed Mr. Martin Schommer, auditor/tax consultant c/o Constantin GmbH, Neue Boersenstr. 6, Frankfurt am Main, as special auditor. The report of the special auditor was submitted to the Company on 25 August 2020. The Board of Management submitted the special audit report to the Supervisory Board. The report is hereby published by notice as an agenda item in accordance with section 145 (6) sentence 5 German Stock Corporation Act (AktG). 

The Company received the report of the special auditor only a few days before the document convening the Ordinary General Meeting was adopted. Up to that point in time, the Company's executive bodies had not yet been able to make a final evaluation - 3 - C2 General and assessment. The special audit report will be comprehensively examined, also with regard to whether and what consequences must be drawn from any auditing and reporting deficiencies. A detailed opinion will be provided at the General Meeting."

Supplementary information:

press release of Elliott of 6 September 2016 on the special audit: https://spruchverfahren.blogspot.com/2016/09/elliott-begrut-entscheidung-der-kabel.html

court decision on the special audit: https://spruchverfahren.blogspot.com/2016/06/elliott-begrut-entscheidung-des.html

application for a special audit: https://spruchverfahren.blogspot.com/2015/04/elliott-beantragt-beim-landgericht.html

Upcoming AGM of msg systems AG to decide on control agreement

The virtual AGM of msg systems AG on 10 November 2020 will decide on a control agreement, see # 5 of the agenda:

msg systems AG and msg life ag concluded a control agreement on 25 September 2020. The control agreement shall take effect when entered in the commercial register of msg life ag. A prerequisite for it being entered and hence a prerequisite for its effectiveness are the approval of the annual general meeting of msg life ag and the approval of the annual general meeting of msg systems AG of the control agreement. The annual general meeting of msg systems AG is expected to pass a resolution on 10 November 2020 about the consent regarding the control agreement between msg systems AG and msg life ag dated 25 September 2020.

16 October 2020

Appraisal procedure with regard to the squeeze-out at HypoVereinsbank: Court requests a written supplementary valuation report - hearing to continue on 10 February 2021

by Attorney-at-law Martin Arendts, M.B.L.-HSG

In the apparaisal proceedings with regard to the squeeze-out at HypoVereinsbank (HVB), the court-appointed appraisers, auditors Andreas Creutzmann (IVA VALUATION & ADVISORY AG) and Prof. Dr. Christian Aders (c/o ValueTrust Financial Advisors SE), presented their valuation report at the beginning of 2018. The experts came to a "cumulative consideration of all value effects" at a value per HVB share of EUR 41.55. The "cumulative deviation in value" amounts to EUR 3.29 per HVB share or 8.6 % more than the value of EUR 38.26, determined by Ernst & Young, see: https://spruchverfahren.blogspot.com/2018/01/spruchverfahren-zum-squeeze-out-bei-der_12.html

After submitting a written supplementary report dated 25 February 2020, the two experts should be heard on their report on 21 October 2020 (and possibly on 22 October 2020). In view of the renewed escalation of the COVID-19 pandemic, this date was postponed. According to the resolution of 16 October 2020, the hearing will continue on 10 February and possibly also on 11 February 2021.

Until then, the two court-appointed experts should answer a 19-page list of detailed questions in a written supplementary report. The questions concern i.a. the planned core capital ratio, the expense planning, the RWA (risk-weighted assets), the dividend/accumulation on which the valuation is based, the capitalization interest rate and special values. Further questions deal with, among others with Bank Austria BA-CA, BPH Bank Poland and International Moscow Bank (IMB).

County Court of Munich I (Landgericht München I), file no. 5 HK O 16226/08
SdK Schutzgemeinschaft der Kapitalanleger e.V. and others ./. UniCredit S.p.A.
302 applicants (originally)
Joint representative: Walter L. Grosse, 80333 Munich
Attorneys-at-law for the respondent UniCredit S.p.A.:
Freshfields Bruckhaus Deringer, 80333 Munich

08 October 2020

ADLER Real Estate AG to increase capital and transfer all of its treasury shares to ADLER Group S.A. in debt-to-equity swap

Corporate News

Berlin, October 2, 2020 - With the approval of the Supervisory Board, the Management Board of ADLER Real Estate Aktiengesellschaft ("ADLER") has decided in the context of a debt-to-equity-swap as announced on August 30, 2020, to exercise the authorized capital in the amount of EUR 35,107,487.00 and to increase its share capital, which is currently registered with the commercial register, from EUR 71,063,743.00 to EUR 106,171,230.00. In addition, it was decided to transfer the ADLER's 1,603,232 treasury shares (approx. 2.2% of the share capital) to ADLER Group S.A. (formerly ADO Properties S.A., "ADLER Group") at a price of EUR 13.62.

In return, ADLER Group has transferred to ADLER a partial amount of the receivable under a shareholder loan in the amount of approx. EUR 500 million.

23 September 2020

ams and OSRAM conclude Domination and Profit and Loss Transfer Agreement

- Domination and Profit and Loss Transfer Agreement ("DPLTA") enables ams to implement strategy to create a global leader in sensor solutions and photonics

- Under the terms of the DPLTA, cash compensation amounts to EUR 44.65 per share and annual recurring compensation to a net amount of EUR 2.24 per share (net after current corporation tax and solidarity surcharge rates), respectively

- DPLTA requires consent of 75% of votes present at the extraordinary general meeting of OSRAM to be held on 3 November 2020

- ams currently holds approx. 71% of the shares outstanding in OSRAM and is confident to secure approval

Premstaetten, Austria (22 September 2020) -- ams AG (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces that today ams Offer GmbH, a wholly-owned subsidiary of ams, concluded as the controlling company a DPLTA pursuant to sections 291 et seqq. of the German Stock Corporation Act ("AktG") with OSRAM Licht AG ("OSRAM") as the controlled company. ams currently holds a direct shareholding of approx. 71% in OSRAM.

"We are very pleased to conclude the DPLTA with OSRAM," said Alexander Everke, CEO of ams. "Implementing the DPLTA will enable the swift and successful integration of ams and OSRAM into a combined company that offers profitable growth for the long term. This important step makes us confident to deliver on our strategy to create a global leader in sensor solutions and photonics, grounded in our European heritage.”

The DPLTA still requires the approval by a majority of at least 75% of the votes present at the extraordinary general meeting ("EGM") of OSRAM, which is expected to be held virtually on 3 November 2020, as well as subsequent registration by the relevant court. Supported by its direct shareholding, ams is confident to secure the approval at the EGM.

As part of the DPLTA, ams is offering to acquire the shares of the outside OSRAM shareholders in return for a cash compensation of EUR 44.65 per share, pursuant to section 305 AktG. The DPLTA also contains an annual recurring compensation payment for the outside OSRAM shareholders in the net amount of EUR 2.24 per share (net after current corporation tax and solidarity surcharge rates). It is the net amount of EUR 2.24 per share that will be paid out to the OSRAM shareholders subject to personal tax.

The cash compensation and recurring compensation reflect the corresponding valuation derived through the IDW-S1 analysis performed by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (“PwC”) as jointly appointed independent valuation expert which has subsequently been confirmed by the court-appointed auditor, Ebner Stolz GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft (“Ebner Stolz”).

The DPLTA, the joint report of the Management Boards of ams Offer GmbH and OSRAM, including the expert opinion of PwC, and the audit report of the court-appointed auditor, Ebner Stolz, will be made available on both company websites upon publication of the invitation to the EGM of OSRAM.

08 September 2020

Squeeze-out at Alpiq Holding AG: the cash compensation amount is being judicially reviewed

by Attorney-at-law Martin Arendts, M.B.L.-HSG

At the formerly listed Swiss energy group Alpiq Holding AG, based in Lausanne, minority shareholders were recently excluded (in a squeeze-out merger, permitted under Swiss law when the 90% threshold is exceeded). A merger between Alpiq Holding AG and Alpha 2020 AG was approved by the general meetings of both companies in June 2020. The compensation of just CHF 70 per Alpiq share was confirmed by auditing firms PwC and Alantra as appropriate.

Alpiq investors Knight Vinke and Merion Capital, two private equity firms, have filed lawsuits, asking the court to review the amount of the cash compensation for the squeeze-out. As there is no procedure in Switzerland that corresponds to an appraisal procedure, a so-called compensation action (Ausgleichsklage) under the Swiss Merger Act (Fusionsgesetz) has to be filed within two months after publication of the merger decision. The two plaintiffs want a significantly higher payment of at least CHF 140 (Knight Vinke) or CHF 130 (Merion) per Alpiq share.

In an recent interview with the Swiss newspaper "Finanz und Wirtschaft", Knight Vinke described the offered amount of CHF 70 per share as clearly too low. This amount did not reflect the full value of the company. Knight Vinke mentions Alpiq's hydropower plants as an example. These were among the most valuable systems in the world, but were not rated accordingly. According to Knight Vinke, the reason for this is that Alpiq holds a minority stake in most of its hydropower plants. These investments are therefore not consolidated in their financial figures. "All that you can see in Alpiq's figures is its share of net profit," said Knight Vinke in the interview. "But these plants have contracts under which they sell the electricity to the owners at cost. So their net profit is always zero." As a result, the analysts underestimated the company's value.

The delisting of Alpiq shares and the subsequent squeeze-out was carried out by three core shareholders, Schweizer Kraftwerksbeteiligungs-AG (SKBAG), EOS Holding and a consortium of Swiss minority shareholders. A ruling on this matter has effect on all minority shareholders excluded from the company as a result of the squeeze-out.

01 September 2020

Rocket Internet SE decides on launch of public delisting self-tender offer and convenes extraordinary general meeting; parallel share buyback program

Press release

- The delisting self-tender offer is designed to satisfy the requirements for the revocation of the admission to trading of Rocket Internet Shares on the regulated market of the Frankfurt Stock Exchange (Delisting Self-Tender Offer) and offers shareholders the opportunity to sell their shares prior to the effectiveness of the delisting

- The offer consideration in cash will amount to the statutory minimum price, i.e., the domestic volume-weighted average stock exchange price during the last six months, which the Company calculates to amount to EUR 18.57 per Rocket Internet Share

- An extraordinary general meeting to be held on September 24, 2020 will decide upon the redemption of Rocket Internet Shares, following the acquisition under the Delisting Self-Tender Offer which is directed at the shareholders. The general meeting will resolve with a simple majority of the votes cast (if half of the Company's share capital is represented)

- In parallel, Rocket Internet resolved on the implementation of a share buyback program for the acquisition of up to 8.84 % of the share capital over the stock exchange. The program is scheduled to begin today and expire at the end of the day of September 15, 2020

- For Rocket Internet, the significance of capital markets as a financing source has diminished. A delisting will permit Rocket Internet to pursue a long-term approach in its strategic decisions

Berlin, September 1, 2020 - The Management Board of Rocket Internet SE ("Rocket Internet" or the "Company") (ISIN DE000A12UKK6 / WKN A12UKK) today, with approval of the Supervisory Board, resolved to offer to the shareholders of the Company to purchase all no-par value bearer shares of the Company (the "Rocket Internet Shares"), not held directly by the Company as treasury shares, by way of a public delisting self-tender offer (the "Offer"). The Offer is designed to satisfy the criteria for a revocation of Rocket Internet Shares' admission to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) pursuant to Section 39 para. 2 sentence 1 of the German Stock Exchange Act (Börsengesetz, "BörsG").

Offer as Basis for a Delisting

The Company intends to consummate the Offer as a delisting self-tender offer required for the delisting of Rocket Internet Shares from trading on the regulated market of the Frankfurt Stock Exchange (Section 39 para. 2 and 3 BörsG) and, subject to the occurrence of material developments and applicable fiduciary duties, intends to apply for the revocation of Rocket Internet Shares' admission to trading on the regulated market of the Frankfurt Stock Exchange and the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) pursuant to Section 39 para. 2 BörsG and Section 46 para. 1 no. 1 of the Exchange Rules for the Frankfurt Stock Exchange (Börsenordnung). The revocation will become legally effective no sooner than at the time of the expiration of the acceptance period under the Offer. In this context, a delisting of Rocket Internet Shares from the Luxembourg Stock Exchange is likewise intended to take effect, so that subsequently no admission to trading on any regulated market in Germany or any organized market abroad within the meaning of Section 39 para. 2 sentence 2 BörsG would persist.

The offer consideration in cash (excluding ancillary acquisition expenses) was calculated in accordance with the domestic volume-weighted average stock exchange price of Rocket Internet Shares during the last six months prior to the announcement of the Offer (the "Six-Months VWAP") and in this sense equals the statutory minimum price. This price has been set by Rocket Internet at EUR 18.57 per Rocket Internet Share on the basis of publicly available information, subject to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") notifying the Company of a higher statutory minimum price as a result of its determination of the Six-Months VWAP. In this case, the price under the Offer will amount to the Six-Months VWAP determined by BaFin as the statutory minimum price.

Rocket Internet has entered into qualified non-tender agreements (each accompanied by a blocked account agreement with the relevant custodian financial institution) with Global Founders GmbH which holds 61,210,467 Rocket Internet Shares (approx. 45.11% of the share capital), and with Mr. Oliver Samwer in his capacity as Rocket Internet shareholder who holds 6,148,683 Rocket Internet Shares (approx. 4.53% of the share capital), so that Rocket Internet Shares held by Global Founders GmbH and Oliver Samwer will not be acquired under the Offer.

The proposed Offer as well as its final terms, conditions and further provisions will be set out in the offer document which the Company will publish following BaFin's approval. The offer document and all other information in connection with the proposed Offer will be published after the Company's extraordinary general meeting under https://www.rocket-internet.com/investors/share. As a public delisting self-tender offer, the Offer will not be subject to any closing conditions, and will, in particular, not include a minimum acceptance threshold.

Rationale for a Delisting

Rocket Internet's adequate access to capital is secured outside the stock exchange. An essential reason for a company to be listed on the stock exchange is the use of capital markets as a financing source. This purpose of the public capital market is, in the assessment of the Management Board, no longer required for the Company. In case additional equity capital is necessary or conducive for achieving the Company's objectives in the future, the Management Board considers the access to private capital to constitute a sufficiently attractive financing option. The increased availability of (growth) capital outside capital markets, which permits investments of a substantial size and essentially irrespective of industry and the size of a company, has become increasingly obvious as a development of the recent past and the last few years. This development could not have been anticipated at the time of the Company's IPO, so that, in the view of Rocket Internet, key parameters relating to its listing on the stock exchange have subsequently shifted.

Against this background, Rocket Internet is, in the view of the Management Board and the Supervisory Board, better positioned as a delisted company. Outside a capital markets environment, Rocket Internet will be able to pursue a long-term approach to longer-term strategic decision-making regardless of capital markets sentiment. In addition, the delisting will reduce the complexity of Rocket Internet's business set-up and applicable legal requirements, thereby freeing up administrative and management capacity and reducing costs.

To this end, a delisting permits the pursuit of a long-term business strategy. This is all the more true as the start-up companies founded by Rocket Internet, in which Rocket Internet holds a significant stake today, are now, and, unlike at the time of Rocket Internet's IPO, mostly in a very early stage of their respective developments.

Overall, a delisting enhances the Company's strategic and organizational flexibility and puts it in a position to react swiftly to changing market environments or other external circumstances. The last months have, with the spread of the SARS-CoV-2 pandemic, once again illustrated the relevancy of greater flexibility for entrepreneurial endeavors.

Extraordinary General Meeting

In order to acquire and subsequently redeem the Rocket Internet Shares to be tendered into the Offer, the Management Board and the Supervisory Board of the Company have resolved to convene an extraordinary general meeting, to be held on September 24, 2020 as a virtual shareholders' meeting in accordance with the Act to Mitigate the Consequences of the COVID-19 Pandemic in Civil, Bankruptcy and Criminal Procedure Law (Gesetz zur Abmilderung der Folgen der COVID-19-Pandemie im Zivil-, Insolvenz- und Strafverfahrensrecht, published in the Federal Law Gazette of March 27, 2020 (Federal Law Gazette 2020 Part I No. 14, p. 569)). The Management Board and Supervisory Board will propose the general meeting to adopt a resolution on a decrease of the Company's share capital through redemption of up to 69,447,991 treasury shares and the acquisition of these Rocket Internet Shares pursuant to Section 71 para. 1 no. 6 of the German Stock Corporation Act (Aktiengesetz) in connection with the Offer. The resolution on a decrease of the share capital and on the prior acquisition of treasury shares under the Offer requires a simple majority of the votes validly cast in the event at least half of the Company's share capital will be represented at the extraordinary general meeting.

Share Buyback Program

In order to afford shareholders of the Company the opportunity to sell their Rocket Internet Shares to the Company ahead of the completion of the Offer, the Management Board of the Company has, with the approval of the Supervisory Board and by way of exercising the authorization granted by the general meeting of May 15, 2020, further resolved to buy back up to 11,996,721 Rocket Internet Shares (8.84% of the Company's share capital) for a purchase price per Rocket Internet Share of up to EUR 18.57 (subject to a subsequent increase of the statutory minimum price as a consequence of BaFin's binding determination of the Six-Months VWAP) over the stock exchange. The purchase price for a Rocket Internet Share is thereby capped at the amount of the offer consideration. It is currently envisaged to either redeem the acquired treasury shares and to decrease the share capital accordingly, or to offer them to employees of the Company or its affiliated companies in the event that stock options granted by the Company are being exercised. The share buyback program is scheduled to commence today and terminate at the end of September 15, 2020. It will be proposed to the extraordinary general meeting on September 24, 2020 to resolve upon a new authorization for the acquisition and utilization of up to 10% of Rocket Internet Shares which may also be exercised at a time when the listing of Rocket Internet Shares will have terminated.

The share buy-back program will be executed by a credit institution and in accordance with Art. 5 of Regulation (EU) No 596/2014 of the European Parliament and the Council of April 16, 2014 as well as the provisions of Delegated Regulation (EU) 2016/1052 of the Commission of March 8, 2016.

To the extent required and legally permissible, the share buy-back program can be suspended and also resumed at any time. Rocket Internet will give regular updates about the execution of the share buy-back program on its website under the section Investors/Share.

23 August 2020

Upcoming appraisal proceedings in Germany

ARENDTS ANWÄLTE will represent minority shareholders in following proceedings:

  • ADLER Real Estate AG: DA (with ADO Properties S.A. as dominating party)
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  • comdirect bank AG: merger squeeze-out, virtual AGM on 5 May 2020, entry of the squeeze-out decision into the commercial register delayed by actions in recission
  • First Sensor AG: DA with TE Connectivity Sensors Germany Holding AG as dominating party, applications for jucicial review can be filed until 7 October 2020
  • HSBC Trinkaus & Burkhardt AG: squeeze-out, AGM in 2020
  • IMW Immobilien SE: squeeze-out, AGM on 6 August 2020
  • innogy SE: merger squeeze-out,  applications for jucicial review can be filed until 2 September 2020)
  • ISARIA Wohnbau AG: squeeze-out, virtual AGM on 12 May 2020
  • ISRA VISION AG: merger squeeze-out in favour of Atlas Copco Germany Holding AG
  • Kontron S&T AG: squeeze-out, applications for jucicial review can be filed until 26 August 2020
  • MAN SE: merger squeeze-out in favour of Volkswagen subsidiary, Traton SE 
  • OSRAM Licht AG: DA
  • Pankl Racing Systems AG: squeeze-out
  • Schuler Aktiengesellschaft: squeeze-out in favour of ANDRITZ Beteiligungsgesellschaft IV GmbH, virtual AGM on 24 September 2020
  • STADA Arzneimittel AG: squeeze-out in favour of Nidda Healthcare GmbH, EGM on 24 September 2020
  • WESTGRUND Aktiengesellschaft: squeeze-out announced end of 2016, takeover offer by ADO Properties S.A.
(without obligation)