28 August 2018

Diebold Nixdorf Secures Capital Commitment to Enhance Liquidity

Public Disclosure of Inside Information pursuant to Article 17 MAR

August 27, 2018 - North Canton, Ohio, United States of America - Diebold Nixdorf, Incorporated (the "Company") today announced it has secured a capital commitment of $650 million from two leading institutional lenders and has launched a process to amend its existing credit agreement. The Company expects to complete these activities over the coming days.

Under the terms of the commitment which would be implemented pursuant to a forthcoming amendment to its existing senior secured credit agreement, Diebold Nixdorf is expected to receive $650 million from a newly-established Term Loan A-1 due August 2022 with an anticipated interest rate of LIBOR plus 925 basis points. The Company intends to use the funds to acquire remaining shares of Diebold Nixdorf AG, repay debt and for general corporate purposes and working capital in the ordinary course of business.

JP Morgan Chase Bank, NA, is serving as the sole and exclusive administrative agent for the Company. The amendment to the credit agreement, including the Term Loan A-1 Facility, remains subject to the satisfaction of certain conditions, including obtaining necessary lender approvals.

29 June 2018

Judical review proceedings regarding the domination and profit and loss transfer agreement with MAN SE: Court of Appeal confirms raise of cash compensation and increases compensation payment

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

In the award proceedings with regard to the domination and profit and loss transfer agreement with MAN SE (as a company controlled by VW Group) the District Court of Munich (Landgericht München I) raised the cash compensation clearly from EUR 80.89 to EUR 90.29 per common share or preference share, see http://spruchverfahren.blogspot.de/2015/07/lg-munchen-i-erhoht-barabfindung-im.html. The annual compensation payment (so-called "guaranteed dividend") remained unchanged according to this first instance judgement.

Both Volkswagen Truck & Bus GmbH, a subsidiary of VW, and several applicants lodged complaints against this first instance decision. The Higher Regional Court (Oberlandesgericht München), in its decison of 26 June 2018, rejected the complaint of the VW subsidiary and confirmend the raise of the cash compensation. The court also raised the annual compensation payment to EUR 5,50 pre-tax.

OLG München, decision of 26 June 2018, file no. 31 Wx 382/15
LG München I, decision of 31 July 2015, file no. 5 HK O 16371/13
Helfrich, M. et al. ./. Volkswagen Truck & Bus GmbH (formerly: Truck & Bus GmbH)
162 applicants
Joint Representative: Attorney-at-law Bergdolt, 80801 Munich
Attorneys of Volkswagen Truck & Bus GmbH: law firm Linklaters, 81675 Munich

10 May 2018

C-QUADRAT Investment AG: CUBIC intends squeeze-out in Q3 2018

Update of a previously released ad-hoc announcement 

09.05.2018 

Vienna/Frankfurt - C-QUADRAT Investment AG (ISIN: AT0000613005) announces in reference to the ad-hoc-announcement released on 05.05.2017 that it has been informed today about Cubic (London) Limited's decision to carry out a squeeze- out of all remaining minority shareholders (free float) of C-QUADRAT Investment AG ("C-QUADRAT") in order to acquire a share of 100% in C-QUADRAT. It is intended to implement the squeeze out in Q3 2018.

04 May 2018

E.ON SE: E.ON launches takeover offer for shares in innogy SE

04/27/2018

- Offer consistent with total offer value of €40.00 per share announced on March 12, 2018. This represented a premium of 28 percent to innogy’s last share price unaffected by general takeover speculation on February 22, 2018, and a 23 percent premium to the three-month volume-weighted average trading price (VWAP) as of March 12, 2018, the date on which the transaction agreement was announced.


- After adjusting for the decision by innogy’s AGM on April 24, 2018 to pay a dividend of €1.60 per share for fiscal year 2017, the effective total offer value is €38.40 per innogy share, which comprises the offer price of €36.76 per share and an assumed dividend for the fiscal year 2018 of €1.64 per share.

- The Acceptance Period ends on July 6, 2018.

- Closing of the takeover offer is expected not before mid-2019, subject to certain closing conditions, including approval by the relevant antitrust and regulatory authorities. The closing conditions are published on the transaction website www.energyfortomorrow.de

E.ON today launched its voluntary public takeover offer (PTO) for shares in innogy SE (ISIN: DE000A2AADD2) following approval of the offer document by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”).

The PTO is being made following the agreement between E.ON and RWE of March 12, 2018, under which E.ON will acquire RWE’s 76.8 percent stake in innogy via a far reaching exchange of assets and businesses.

Johannes Teyssen, CEO of E.ON said: “Following the acquisition of innogy, E.ON will be the first formerly integrated utility to focus entirely on meeting the demands of its customers across Europe. The transaction will strengthen our entrepreneurial core and create enormous potential for our customers, shareholders and for our employees. With the first unavoidable job cuts, we are acutely conscious of our responsibility towards employees of both companies. We will treat each employee equally fairly and of course we will handle this period of change socially responsibly and in close alignment with our long established social partners in time-honored fashion.”

The acceptance period for the PTO begins today and ends at midnight (CEST) on July 6, 2018. Tenders of innogy shares must be made in accordance with the procedures described in the offer document.

The total offer value of €40.00 per share announced at the time of the publication of the intention to launch a PTO, i.e., on March 12, 2018, included the anticipated dividend of innogy SE for the fiscal year 2017. This represented a premium of 28 percent to innogy’s last share price unaffected by general takeover speculation on February 22, 2018, and a 23 percent premium to the three-month volume-weighted average trading price (VWAP) as of March 12, 2018, the date on which the transaction agreement was announced.

As anticipated in the announcement, the total offer value has now been adjusted for the dividend for fiscal year 2017 of €1.60 per share which was resolved by innogy’s Annual General Meeting on April 24, 2018. Therefore, the adjusted total offer value is €38.40 (€40.00 less €1.60) per innogy share which consists of an offer price of €36.76 per share plus an assumed dividend of €1.64 per share for the fiscal year 2018.

If the takeover offer completes prior to the date on which innogy’s Annual General Meeting resolves on the dividend for the fiscal year 2018 or if the dividend for the fiscal year 2018 is less than €1.64 per share, E.ON will increase the offer price such that the total value of €38.40 per share remains unchanged for the shareholders of innogy.

Marc Spieker, CFO of E.ON: “We are offering innogy shareholders an attractive premium and thus, present them the opportunity to participate in the value creation of this transaction. The transaction will strengthen E.ON’s profitability and significantly increase the potential for future growth.”

Until completion of the transaction, tendered innogy shares will be tradable under the separate ISIN DE000A2LQ2L3. The takeover offer is expected to close not before mid-2019, subject to certain closing conditions, including approval by the relevant antitrust and regulatory authorities.

The offer document, together with additional information, is available from today on the website www.energyfortomorrow.de and copies available for distribution free of charge are held by BNP Paribas Securities Services S.C.A., Zweigniederlassung Frankfurt, Europa-Allee 12, 60327 Frankfurt am Main (requests by fax to +49 69 1520 5277 or by e-mail to frankfurt.gct.operations@bnpparibas.com). innogy shareholders may direct their questions by e-mail to innogyoffer@dfkingltd.com or by phone on +49 30 610820730.

As a leading energy company, the newly created E.ON will have a clear focus on intelligent networks and customer solutions, ideally positioned to become an innovative force behind the energy transition in Europe. E.ON expects significant synergies as a result of this transaction, amounting to €600 to €800 million annually by 2022.

30 April 2018

STADA: Domination and profit and loss transfer agreement between STADA Arzneimittel AG and Nidda Healthcare GmbH takes effect / beginning of acceptance period for severance offer

Bad Vilbel, March 20, 2018 – The domination and profit and loss transfer agreement (DPLA) between Nidda Healthcare GmbH (Nidda Healthcare) as the controlling entity and STADA Arzneimittel AG (STADA) as the dependent company was entered into the commercial register of the Company at the District Court of Frankfurt am Main on March 20, 2018. The inter-company agreement that was approved by STADA’s Extraordinary General Meeting on February 2, 2018 thus takes effect.

STADA shareholders now have the opportunity to tender their shares to Nidda Healthcare in return for a compensation in the amount of €74.40 per share through their custodian bank. The acceptance period for this offer expires two months after the day on which the entry of the DPLA in the commercial register pursuant to Section 10 of the German Commercial Code (HGB) was announced. Should a duly submitted petition for a court ruling on the severance or the compensation be made to the court determined in Section 2 of the German Act on Appraisal Proceedings (Spruchverfahrensgesetz), the period shall end two months after the day on which the last petition that is decided upon is announced in the Federal Gazette (Bundesanzeiger).

Those remaining STADA shareholders who do not accept the severance offer remain shareholders of the Company and receive for the duration of the contract – instead of an annual dividend – a recurring compensation payment payable for each full fiscal year of STADA for each STADA share in the amount of €3.82 gross or €3.53 net at current tax rates.

29 April 2018

Deutsche Telekom AG: T-Mobile US, Inc. announces plans to combine with Sprint Corp. in a stock for stock merger

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

T-Mobile US, Inc., a publicly listed subsidiary of Deutsche Telekom AG, and Sprint Corp., a publicly listed subsidiary of Softbank Group Corp., together with Deutsche Telekom and Softbank, today have entered into a legally binding business combination agreement to merge the two companies in an all-stock transaction at an exchange ratio of one T-Mobile US share for 9.75 shares of Sprint's outstanding common stock without an additional cash component.

This will add approx. 426 million T-Mobile US shares to the 865 million already issued, bringing the total to approx. 1.29 billion shares (based on fully diluted shares).

The completion of the transaction is subject to a number of closing conditions, including, among others, the receipt of required antitrust and regulatory approvals (inter alia Department of Justice, FCC, CFIUS) and approvals by the shareholders of T-Mobile US and Sprint.

Upon completion of the transaction, it is expected that Deutsche Telekom, Softbank and the public will hold approximately 42 percent, 27 percent and 31 percent of the combined company's common stock respectively. In addition, Softbank and Deutsche Telekom will enter into a voting agreement securing Deutsche Telekom a proxy over all of Softbank's shares in the combined company.

Following the merger, Deutsche Telekom will have the right to appoint 9 out of 14 members of the Board of Directors of T-Mobile US, of whom a minimum of two must be independent. Timotheus Höttges, CEO of Deutsche Telekom, will become Chairman of the Board of T-Mobile US, and John Legere, currently a Board Member and Chief Executive Officer of T-Mobile US, will continue as a Board Member and Chief Executive Officer of T-Mobile US.

The shareholder structure and a clear governance will allow Deutsche Telekom to continue to fully consolidate T-Mobile US.

Cost and capex synergies with a net present value of approximately 43 billion U.S. dollars (net of integration costs) are expected for the then larger T-Mobile US as a result of the merger, with projected integration costs of around 15 billion U.S. dollars. Starting 3 years after closing of the transaction, synergies are expected to exceed integration costs for the first time.

The transaction will not affect Deutsche Telekom's outlook on the group for the current financial year 2018. Deutsche Telekom's statement on dividend policy for the financial year 2018 also remains unchanged.

Net leverage (defined as net debt to adjusted EBITDA) for Deutsche Telekom is expected to exceed the target corridor of 2.0-2.5x following the transaction. However, strong free cash flow generation of T-Mobile US over the coming years is expected to result in strong deleveraging bringing the ratio back to the target corridor in 2021.

For calculation purposes closing of the transaction is assumed to take place at the end of 2018. T-Mobile US and Sprint, however, expect closing of the transaction in the first half of 2019. Deutsche Telekom figures are based on current accounting standards (not taking IFRS 16 into account).

25 April 2018

Linde AG: Linde plc, Linde and Praxair intend cash merger squeeze out for Linde AG after completion of business combination

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

Linde plc, Linde Aktiengesellschaft ("Linde") and Praxair, Inc. ("Praxair") have agreed today to implement, in the event of a successful completion of the business combination, for the purpose of simplifying the future group structure under the newly incorporated Linde plc, a merger of Linde AG (as transferring entity) into Linde Intermediate Holding AG (as surviving entity). In this context, a squeeze out of the remaining minority shareholders of Linde AG against adequate cash compensation pursuant to sections 62(1) and (5) of the German Transformation Act (Umwandlungsgesetz - UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz - AktG) would be consummated. Linde Intermediate Holding AG is a wholly-owned indirect subsidiary of Linde plc. In the event of a successful completion of the business combination, Linde Intermediate Holding AG is expected to hold approximately 92 % of the shares in Linde AG.

13 April 2018

Study on German Valuation Practice

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

I-ADVISE AG Wirtschaftsprüfungsgesellschaft, Düsseldorf, has once again submitted a study on valuation practices in squeeze-outs, domination and profit and loss transfer agreements, mergers and legal form changes. The study, now published in its fourth edition, on company valuation has been extended to include the opinions with valuation dates in 2017 and shows the development of valuation practice in the years since 2010 (not the years before due to changes in valuation parameters due to the 2009 introduced withholding tax).

The new I-ADVISE study provides important benchmarks for determining the most important parameters in business valuations and provides an overview of the solution of numerous valuation questions by professional valuation experts. However, Dr. Jochen Beumer admits in the preface that current practice can not be equated with best practice possible.

It is also not examined how this practice is then judged by the courts charged with reviewing the valuation (in some cases very differently). Decisions in these proceedings - if the case it not quickly settled - only become final after many years (as judicial review proceedings may take more than 10 years).

175 business evaluations were analyzed. Only in five cases was the evaluation not carried out by an authorized auditor. In 66 % of the cases, the calculated enterprise value was higher than the market price and was therefore used as the basis for the compensation payment (so that it would be disadvantageous for minority shareholders, if only the average market price would be regarded as relevant, a position some local courts hold).

In the analysis of past performance, a three-year period was examined in 80% of cases. In 79% of the reports, a planning horizon of three to five years was used. Longer planning periods relate in particular to infrastructure investments, solar companies or life insurance companies.

The FAUB recommendation on higher market risk pemium approach has become widely accepted in practice (despite criticism in the industry and by judges in the relevant case law). In the current cases almost exclusively 5.5 % are used (in 2017 with three outliers upwards: once 5.75 % and twice 6.0 %).

The beta factor was determined in 95 % of the evaluations by means of a peer group. The number of comparable companies showed between 2 and 24 companies used (on average, for the years examined, mostly 8 or 9 companies). While in the meantime, a global index has been used as the benchmark (2014: 43%), a broad local index is usually used again (2017 in 72% of the cases). In 69% of the evaluations, a raw beta factor was used and no flat-rate adjustments were made (only 16% adjusted beta factors in 2017).

The study can be downloaded for free:
http://www.i-advise.de/de/wp-content/uploads/2018/03/180314-Studie-Bewertungspraxis.pdf

For the first time, the study will also be published in English:
http://www.i-advise.de/wp-content/uploads/2018/03/180314-Study-German-Valuation.pdf

03 April 2018

KTM Industries AG: Delisting offer to the shareholders of Pankl Racing Systems AG concluded successfully

- Offer accepted for 39,273 shares 
- KTM Industries Group now holds 98.22 % 
- Last trading day of Pankl-shares: 30 May 2018 

On 3 January 2018 KTM Industries AG ("Offeror") has announced its intention to launch an offer to the shareholders of Pankl Racing Systems AG in the course of the delisting of the Pankl-shares (ISIN AT0000800800). The Offeror and the parties acting in concert with it held 3,054,765 shares prior to the start of the acceptance period, which equalled to approximately 96.98 % of the share capital. Thus, the offer aimed at the acquisition of a total of 95,235 Pankl-shares.

14 March 2018

BUWOG AG: The takeover offer by Vonovia has been successful

Ad-hoc release 

Disclosure of inside information pursuant to Article 17 of the Regulation (EU) No 596/2014 

Vienna, 12. March 2018. Vonovia SE (“Vonovia”) has surpassed the minimum acceptance threshold of 50% plus 1 share for its takeover offer for BUWOG AG, Vienna ("BUWOG") at the end of the initial acceptance period today at 17:00 hours. Further, all other closing conditions have been fulfilled. Therefore, the takeover offer by Vonovia has been successful.

Based on the latest information, 73.7% of all BUWOG shares have been tendered. Vonovia informed, that the final results will be published on Vonovia’s website (en.vonovia-tob.de) on 15 March 2018 and in the Wiener Zeitung on 16 March 2018. With publication of the final results in the Wiener Zeitung the additional acceptance period starts.

The settlement of the offer for shares and convertible bonds tendered during the initial acceptance period is expected to occur on 26 March 2018 and for shares and convertible bonds tendered during the additional acceptance period for end of June 2018. 

07 March 2018

Weng Fine Art AG was granted permission for trading in the Quality Segment on the Munich Stock Exchange

Less than four weeks after the first meeting with the decision makers, Weng Fine Art AG has met all the requirements of the Munich Stock Exchange to be included in the “m:access” quality segment of the market. CEO and Supervisory Board believe that during the past two years Weng Fine Art has met all the goals for a re-listing after the newly built ecommerce business of WFA Online AG has proven to be scalable. Trading in the Weng Fine Art stock will resume in April 2018: the precise date will be released to the public within the next few weeks, after discussions with the Munich Stock Exchange and mwb fairtrade AG, the bank who accompanies Weng Fine Art to the stock exchange.

The CEO Rüdiger K. Weng thanks the decision makers of the Munich Stock Exchange for the strong support in bringing Weng Fine Art back to the stock exchange: “The re-listing reflects and rewards the Company´s successful development in recent years. At the same time the shareholders, who have hold faith in the company during the past years, have now the chance to capitalize on the growing company value”.

Weng Fine Art AG is the first German corporation that managed a come-back after the wave of de-listings that started in 2016 and saw more than 100 companies leaving the stock exchange.

At present time and until the public listing, the shares of Weng Fine Art can be traded through the platform of Schnigge Wertpapierhandelsbank: https://www.schnigge.de/de/quote-center/telefonhandel-kurse.html
This platform shows bid and ask quotes for WFA shares throughout the day. 

19 February 2018

Spruchverfahren aktuell (SpruchZ) No. 1/2018 published

New book on the valuation of companies in judicial review proceedings

Leonhard Knoll, De exemplis deterrentibus: Bemerkenswerte Befunde aus der Praxis der rechtsgeprägten Unternehmensbewertung, 
2017, Würzburg University Press, 124 pages,
ISBN 978-3-95826-060-3,
EUR 32,90

Available also online free of charge:
http://nbn-resolving.de/urn:nbn:de:bvb:20-opus-147587


The book is a collection of cases concerning valuation in legally defined occasions. These cases, mostly taken from real German law suits, are formulated as questions and problems (inclusively a separate solution chapter), each with framing introductions and conclusions. They highlight the regrettably often disturbed relationship between theory and practice in this area of valuation. This procedure resembles to textbooks which use cases to communicate content, but there is a fundamental difference: No hypothetical cases show the right approach, but real cases demonstrate striking violations contra legem artis.