04 May 2017

Squeeze-out of minority sharholders of Süd-Chemie AG: Court raised adequate compensation to EUR 132.30 per share (+ 5.62%)

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

In the judicial review proceedings regarding the squeeze-out of minority sharholders of Süd-Chemie AG, Munich, the Munich District Court (Landgericht München I) raised the adequate compensation to EUR 132.30. As Clariant AG had offered EUR 125.26 per share, this is an increase of 5.62%.

Munich District Court (LG München I), decision of 28 April 2017, file no. 5 HK O 26513/11
SdK e.V. et al. v. Clariant AG

03 May 2017

Standard Industries Completes Acquisition of Braas Monier to Form Global Roofing Leader

Corporate News

- Future management team comprised of top leadership from both Braas Monier and Icopal

- The combined Icopal and Braas Monier business will operate under the name "BMI Group"

Luxembourg/New Jersey, 3 April 2017. Braas Monier Building Group S.A. and Standard Industries Inc., the leading global provider of roofing and waterproofing solutions, announced that Standard Industries will today close its tender offer for Braas Monier. Standard Industries will combine Braas Monier's operations with its European flat roofing business, Icopal, to form the largest manufacturer in the European roofing industry, with a diverse product portfolio of both pitched and flat roof technologies.

The new name for Standard Industries' European operations will be "BMI Group". The new logo draws on the heritage of both Icopal and Braas Monier, while symbolizing their now shared future - one in which they are stronger together. The existing local Braas Monier and Icopal brand names will remain a critical part of the joint operations. The group headquarters for the combined business will be in London.

BMI Group will service its customers with a full portfolio of roofing and waterproofing solutions for both the pitched and the flat roof markets. Customers will benefit from the combination of strong brands and an extensive sales, service and marketing platform for the joint operations. Further, BMI Group's offering will be enhanced by extensive investments in infrastructure and research and development designed to meet customers' increasingly complex technology and logistics needs.
David Millstone, Co-CEO of Standard Industries, said, "Today is a big day in our more than 100-year history as we bring together two strong, highly-complementary businesses to form a world-class, global leader in roofing and waterproofing. As the newest member of the Standard Industries family, BMI Group will benefit from continuous investment in employee development, new product technology and innovation to provide customers with value added solutions."

Co-CEO of Standard Industries David Winter said, "We have always respected the deep experience and work of Braas Monier's leadership and employee base and will continue to invest heavily in the new BMI Group team. We look forward to servicing our customers' increasingly complex needs around the globe with enhanced, value added solutions."

BMI Group will be led by a talented management team with balanced representation from Icopal and Braas Monier and over a century of experience in the building materials industry:

- Tony Robson, Executive Chairman of Icopal, will become Executive Chairman of BMI Group
- Georg Harrasser, Chief Executive Officer of Braas Monier, will become President
of BMI Group
- Matthew Russell Chief Financial Officer (CFO) of Braas Monier, will become CFO
of BMI Group
- Tom Anderson, Chief Operating Officer (COO) of Icopal, will become COO of BMI Group
- Keith Sanders, most recently Senior Vice President (SVP) of National Accounts, Sales Administration & International at GAF, Standard Industries' North American roofing business, will become SVP of Sales Strategy at BMI Group

Georg Harrasser, CEO of Braas Monier and future President of BMI Group, said, "BMI Group will be the leading European manufacturer in our industry, offering customers innovative solutions for both pitched and flat roofs. We have a broad portfolio of strong and trusted products and brands that will only be enhanced by additional investment as part of the Standard Industries family," said Harrasser. "Our employees are vital to the success of this business. We believe that people make the difference and that's why we want to retain and attract the best in the industry to work at BMI Group," he continued.

Standard Industries has secured approximately 94.5 percent of the total share capital and voting rights in Braas Monier. As announced on March 29, 2017, shareholders can exercise a tender right pursuant to Art. 16 para. 1 of the Luxembourg Takeover Act and require Marsella Holdings S.à r.l., a wholly-owned subsidiary of Standard Industries Inc., to acquire their shares, until June 29, 2017, 24:00 hours (midnight) (CEST). Standard Industries will publish additional details on the exercise of the tender right, in particular the fair price to be paid for the tendered Braas Monier shares, within this period.

Additional information is available at http://www.offer.braas-monier.com.

About Braas Monier
Braas Monier Building Group is a leading manufacturer and supplier of pitched roof products. The Group covers all steps of the manufacturing process, offering a comprehensive range of concrete and clay tiles for pitched roofs in Europe, parts of Asia and South Africa. The portfolio also includes ceramic and steel chimneys and energy system solutions. Braas Monier had operations in 36 countries and 121 production facilities and employed 7,922 people as at 31 December 2016. The Company is headquartered in Luxembourg.

About Standard Industries
Standard Industries is a privately-held, global, diversified holding company with interests in building materials, aggregates, and related investment businesses in public equities and real estate. Founded in 1886, Standard Industries has over 15,000 employees and operations in more than 80 countries. Operating subsidiaries include: GAF, a leading North American roofing manufacturer; Braas Monier Building Group, a leading manufacturer and supplier of pitched roof products in Europe, parts of Asia and South Africa; Icopal, a leading European commercial roofing business; SGI, a leading North American aggregates and mining company supplying specialized products to the North American building materials industry; and Siplast, a provider of high-end modified bitumen membranes and liquid-applied roofing products.

26 April 2017

XING group "Unternehmensbewertung & Spruchverfahren"

Squeeze-out initiated for GfK SE

Acceleratio Capital N.V., a holding company controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P. (together with affiliates, "KKR"), initiated a squeeze-out of minority shareholders against payment of a cash compensation in order to acquire all shares in GfK SE.

As announced before, Acceleratio Capital N.V. and GfK Verein together held more than 75 percent of the share capital and voting rights of GfK SE following completion of the voluntary public takeover offer. In addition, Acceleratio Capital N.V. together with affiliates has acquired GfK shares off-market corresponding to about 20.9 percent of the shares of GfK SE. Now, Acceleratio Capital N.V. holds 35,285,787 shares in GfK SE representing 96.7 percent of the share capital and voting rights of GfK SE.

A shareholding quota of more than 95 percent allows for a squeeze-out of the minority shareholders. On 22 March 2017, Acceleratio Capital N.V. and GfK Verein already informed GfK SE about their intention to initiate a squeeze-out. Acceleratio Capital N.V. formally provided GfK SE with the request pursuant to section 327a para. 1 sentence 1 of the German Stock Corporation Act (Aktiengesetz) that GfK SE's general meeting shall resolve upon the transfer of all shares of the minority shareholders to Acceleratio Capital N.V.

DVB Bank SE says squeeze-out cash compensation fixed at 22.60 EUR/share

The cash compensation for DVB Bank SE shares for the squeeze-out of minority shareholders has been fixed at EUR 22.60 per share. The adequacy of this amount will be reviewed in court proceedings (Spruchverfahren).

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.