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)
  • AUDI AG: squeeze-out, virtual AGM on 31 Juli 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
  • 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, RGM 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)

22 August 2020

Aggregate Holdings S.A. confirms it has received shares in ADO Properties S.A. in exchange for its holding in Consus Real Estate A.G.

Disclosure of inside information pursuant to Art. 17 EU Market Abuse Regulation (MAR)  

Luxembourg, 9 July 2020 – Aggregate Holdings S.A. ("Aggregate") and ADO Properties S.A. ("ADO ") entered into an agreement regarding Consus Real Estate AG (“Consus”) on 15 December 2019. 

Pursuant to ADO exercising its call option to acquire a controlling stake in Consus as announced on 29 June 2020, Aggregate confirms that it has transferred 69,619,173 shares in Consus whilst having received 14,692,889 shares in ADO. Together with the 1,946,093 ADO shares received on 2 July 2020 Aggregate has become ADO’s largest shareholder, holding a total of 22.50% of ADO’s voting rights. 

Aggregate confirms that it is supportive of ADO’s growth strategy and substantiates its support by having signed a subscription commitment to exercise its pro-rata subscription rights in the EUR 450 million rights issue ADO announced on 2 July 2020.

29 July 2020

ams SE wants Domination Agreement with OSRAM Licht AG by the End of the Year

Translation of the ad hoc disclosure of 29 July 2020:

(...)   ams is delighted to have successfully completed the takeover of OSRAM on July 9, 2020, which is certainly the most important development in the past quarter. After the transaction was completed, ams held 69 % of OSRAM shares (excluding treasury shares held) with a transaction value of around EUR 2.7 billion. To date, ams has increased its share to around 71 % of OSRAM shares. Before the closing and shortly thereafter, ams successfully placed a multi-tranche issue in the equivalent of around EUR 1.25 billion in the form of 5-year senior notes to international investors, which included a total volume of EUR 850 million and USD 450 million. The bond issue served, as planned by ams, to ensure a long-term financing structure for the acquisition. In addition, ams plans to use future excess cash from operating activities to further increase OSRAM's stake.

The transaction was a crucial milestone for the highly strategic and transformative takeover, which will now bring together the complementary strengths of ams and OSRAM. ams connects two leading companies in their respective areas and is convinced of the excellent technology, market and earnings potential of the combination. ams welcomes the OSRAM employees worldwide to the future joint company team and prepares the necessary steps to begin the integration of both organizations.

Against the backdrop of the ams and OSRAM merger, ams has defined a vision for the future company: to create the undisputed leading provider of optical solutions. For this purpose, ams is concentrating on the three areas of sensor technology, illumination and visualization and will offer new solutions for innovative applications. The aim of ams is to build an outstanding technology platform that combines strong profitability and growth. ams relies on ambitious technology investments for real innovation and an ongoing intelligent transformation of the company in line with its vision.

ams announced its intention to pursue a Domination and Profit and Loss Transfer Agreement ("DPLTA") for OSRAM and is pushing ahead with the implementation of this step. ams endeavors to conclude this agreement promptly and is therefore already preparing the necessary preparations. Based on this and the current assessment, ams sees an implementation of a DPLTA around the end of 2020 as an implementable schedule after the necessary approvals. Ams will provide more information about the schedule and related steps as they become available. The DPLTA will enable ams to advance and accelerate the integration and consolidation of the business areas of ams and OSRAM in an efficient manner in order to create a clearly profitable joint company in the next few years.

Regardless of the DPLTA process, ams is now starting to work more closely with OSRAM on the basis of its majority stake and is taking the first steps towards the successful integration of both companies. This includes joint initiatives to prepare the future organizational and business structure, to coordinate joint customer-related marketing and sales activities and to implement joint financial management and reporting. At the same time, ams is busy implementing its representation on the OSRAM supervisory board, where ams plans to hold a total of four seats. In this context, OSRAM remains an independent, listed majority-owned subsidiary of ams until further steps such as a DPLTA have been completed and implemented.

On the way to the merger, profitability, profit growth and cash flow are the primary focus of ams for all business areas and the combined company. Accordingly, ams is driving its strategic positioning and portfolio development in close coordination with these targets.  (...)

24 June 2020

AUDI AG announces new date for Annual General Meeting

Press release of AUDI AG

- The 131st Annual General Meeting of AUDI AG will be held on July 31, 2020.


- The shareholders’ meeting will take place as a virtual Annual General Meeting due to the corona pandemic.

- CFO Arno Antlitz: “The health and protection of the shareholders have priority.”

- One of the items on the agenda is the vote on the announced squeeze-out.

Ingolstadt, June 24, 2020 – The Audi Board of Management has announced that the new date of the 131st Annual General Meeting is July 31, 2020. The originally foreseen date (May 14, 2020) had previously been postponed in connection with the planned transfer of shares from Audi’s minority shareholders to the majority shareholder Volkswagen AG. The agenda includes a resolution on the so-called squeeze-out. Due to the ongoing corona pandemic, the Audi Annual General Meeting will be held as a virtual Annual General Meeting for the protection of shareholders.

“We are pleased to be able to offer our shareholders an online format to exercise their shareholder rights. The health and protection of our shareholders have priority for the Audi Board of Management and the Audi Supervisory Board,” said Dr. Arno Antlitz, Member of the Board of Management of AUDI AG for Finance and Legal Affairs.

In the context of the corona-related ban on large-scale events, AUDI AG is for the first time holding its Annual General Meeting online. The shareholders will be able to follow the entire virtual Annual General Meeting live via the shareholder portal. Shareholders also have the opportunity to submit questions in advance and to exercise their voting rights via the shareholder portal or by postal vote.

Among other things, the Annual General Meeting will vote on the transfer of the shares held by Audi minority shareholders to the majority shareholder Volkswagen AG; this affects approximately 0.36 percent of the share capital of AUDI AG. Volkswagen AG had requested the squeeze-out on February 28, 2020 as part of the Group-wide reorganization of competencies and responsibilities within the Volkswagen Group. The squeeze-out is intended to reduce administrative expenses, streamline structures, and prepare the way for the more agile and flexible management of future issues throughout the Group by means of an optimum job split within the Volkswagen Group. In this context, Audi is taking the lead for research and development for the Volkswagen Group. Audi is to retain the legal form of a stock corporation in the future.

_________

Annotation:

Volkswagen AG specified that it has set the cash settlement to be paid to the minority shareholders in return for the transfer of their shares at EUR 1,551.53 per AUDI AG share.

17 June 2020

Asklepios Kliniken GmbH & Co. KGaA takes over majority in RHÖN-KLINIKUM AG - B. Braun accepts takeover offer and gets out

By Martin Arendts

The pharmaceutical and medical supplies provider B. Braun Melsungen AG gets out of the hospital operator RHÖN-KLINIKUM AG. B. Braun has accepted the takeover offer by the Hamburg hospital group Asklepios, which wants to take over RHÖN completely. The background is a joint venture agreed between RHÖN-KLINIKUM company founder Eugen Münch and Asklepios: https://spruchverfahren.blogspot.com/2020/02/asklepios-und-rhon-klinikum-grunder.html

B. Braun is ending its multi-year engagement with RHÖN, the company said. The pharmaceutical and medical supplies provider has been a major shareholder in RHÖN-KLINIKUM AG since 2013 and most recently held around 25 % of the shares. B. Braun had long bitterly resisted the takeover of RHÖN. At an extraordinary general meeting in early June, B. Braun unsuccessfully attempted to have several members of the RHÖN supervisory board, including company founder and chief controller Eugen Münch, dismissed.

Asklepios wants to take over RHÖN-KLINIKUM AG completely and shorten the gap to industry leader Fresenius Helios - with the help of RHÖN founder and partner Münch. Together, they already held more than 50% of RHÖN shares. The remaining shareholders were offered a takeover bid for EUR 18 per share, which the Management Board and the Supervisory Board had approved.

The Federal Cartel Office (Bundeskartellamt) approved the proposed takeover. Negotiations are ongoing at RHÖN about the separation of boss Stephan Holzinger. With B. Braun's exit from Rhön and the transfer of the shares, Asklepios is taking a big step closer to the goal of fully taking over the clinic operator.

Regarding the takeover offer on the BaFin website:
https://www.bafin.de/SharedDocs/Downloads/DE/Angebotsunterlage/rhoen_klinikum_ag.html;jsessionid=2A957B42A6AAA4FA48B56910E97C60E7.2_cid392?nn=7845970

16 June 2020

Volkswagen AG sets cash settlement for the transfer of the shares of the minority shareholders of AUDI AG at EUR 1,551.53

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

Ingolstadt, June 16, 2020 - Volkswagen AG, Wolfsburg, today confirmed to AUDI AG its formal request of 28 February 2020 regarding the transfer of the shares of the minority shareholders of AUDI AG to Volkswagen AG pursuant to Section 327a para. 1 sentence 1 of the German Stock Corporation Act (AktG). In this respect, Volkswagen AG announced and specified that it has set the cash settlement to be paid to the minority shareholders in return for the transfer of their shares at EUR 1,551.53 per AUDI AG share.

The resolution on the transfer shall be passed at AUDI AG's next Annual General Meeting, which is expected to take place in July or in August 2020.

14 June 2020

Two million page views of the SpruchZ blogs

The two blogs "SpruchZ: Spruchverfahren Recht & Praxis" and "SpruchZ: Shareholders in Germany" have broken the threshold of two million page views, what is gratifying for a very special topic. SpruchZ contributions are also published at wallstreet:online and on other websites, such as on the XING group "Company valuation and appraisal proceedings" (see: https://www.xing.com/communities/groups/unternehmensbewertung-and-spruchverfahren-151f-1077308/posts).

Squeeze-out at Axel Springer SE

Traviata B.V. has informed the Executive Board of Axel Springer SE that it intends to promptly squeeze out the minority shareholders of Axel Springer SE. Traviata B.V. is a holding company owned by funds advised by KKR. The resolution of the Annual General Meeting on a squeeze-out should take place this calendar year, probably in the fourth quarter.

The Supervisory Board and the Executive Board of Axel Springer SE then decided to postpone the ordinary general meeting of shareholders convened for 17 June 2020 to the fourth quarter and to combine this with the resolution on the squeeze-out. This will avoid having to hold two general meetings in 2020. In June 2020, Axel Springer SE will make a down payment of 50 percent of the planned dividend, corresponding to EUR 0.58 per share of Axel Springer SE.

Traviata B.V is in coordination with the other major shareholders of Axel Springer SE for the intended squeeze-out. Together, these major shareholders hold around 99.1 percent of the shares in Axel Springer; 95 percent of the shares are required for a squeeze-out request.

12 June 2020

Upcoming appraisal proceedings in Germany

ARENDTS ANWÄLTE will represent minority shareholders in following proceedings:
  • ADLER Real Estate AG: DA
  • AUDI AG: squeeze-out
  • Axel Springer SE: squeeze-out
  • BHS tabletop AG: merger squeeze-out
  • comdirect bank AG: merger squeeze-out
  • First Sensor AG: DA
  • HSBC Trinkaus & Burkhardt AG: squeeze-out
  • innogy SE: merger squeeze-out 
  • ISARIA Wohnbau AG: squeeze-out 
  • Kontron S&T AG: squeeze-out
  • MAN SE: merger squeeze-out
  • OSRAM Licht AG: DA planned
  • Schuler Aktiengesellschaft: squeeze-out 
  • STADA Arzneimittel AG: squeeze-out
  • WESTGRUND Aktiengesellschaft
(without obligation)

03 June 2020

Merger squeeze-out at innogy SE entered into the commercial register

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

The extraordinary general meeting of the energy company innogy SE on 4 March 2020, had approved the merger squeeze-out demanded by the main shareholder Eon, see: https://spruchverfahren.blogspot.com/2020/03/auerordentliche-hauptversammlung-der.html.

The squeeze-out resolution, as well as the merger with E.ON Verwaltungs SE (which was re-named innogy SE at the same time) have now been entered in the commercial register on 2 June 2020, so that the exclusion of minority shareholders has become effective.

The entry of the squeeze-out resolution in the commercial register was delayed by actions for rescission: https://spruchverfahren.blogspot.com/2020/06/innogy-se-anfechtungsklagen-gegen-den.html

The compensation payment for the squeeze-out, offered by Eon for the squeeze-out in the amount of EUR 42.82 per innogy share, will be subject to an appraisal procedure.

13 May 2020

Merger squeeze-out at innogy SE is delayed by actions for rescission

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

The extraordinary general meeting of the energy company innogy SE on March 4, 2020, had approved the merger squeeze-out demanded by the main shareholder Eon, see: https://spruchverfahren.blogspot.com/2020/03/auerordentliche-hauptversammlung-der.html. However, the entry of the squeeze-out resolution in the commercial register, required for the exclusion of minority shareholders to take effect, is delayed. Obviously, actions for rescission have been filed by minority shareholders. According to the Eon CEO, Johannes Teyssen, an release procedure has been initiated in order to achieve registration. According to Teyssen, Eon is expecting an entry "no later than September". In an release procedure according to section 246a German Stock Corporation Act, the court can order the registration of a faulty decision.

In March 2018, the energy groups Eon and RWE agreed to divide the then RWE subsidiary innogy among themselves. In the future, Eon wants to concentrate entirely on the operation of electricity and gas networks and business with customers. In return, RWE receives the renewable energies division from innogy and Eon and wants to become one of the world's leading producers of green electricity.

The compensation payment now offered by Eon for the squeeze-out in the amount of EUR 42.82 per innogy share will be subject to an appraisal procedure.

11 May 2020

Voluntary public takeover offer to the Shareholders of RENK AG: Announcement regarding fulfillment of an offer condition

On 10 March 2020, Rebecca BidCo GmbH, Munich, Federal Republic of Germany, (the Bidder), published the offer document for its voluntary public takeover offer (the Takeover Offer) to the shareholders of RENK AG, Augsburg, Federal Republic of Germany (RENK) for the purchase of all bearer shares of RENK (ISIN DE0007850000) (the RENK Shares) against payment of a cash consideration in the amount of EUR 106.20 per RENK Share (the Offer Document). The acceptance period for the Takeover Offer expires on 19 May 2020, 24:00 hours (local time Frankfurt am Main) / 18:00 hours (local time New York), unless extended pursuant to the applicable rules under the WpÜG.

Pursuant to Section 12 of the Offer Document the Takeover Offer and the contracts with shareholders of RENK which come into existence as a result of its acceptance will only be consummated if the offer conditions provided for in Sections 12.1.1 and 12.1.2 of the Offer Document are fulfilled within the time periods indicated therein or effectively waived by the Bidder.

The European Commission has cleared the Transaction on 6 May 2020. Thus, the offer condition pursuant to Section 12.1.2(a)(i) of the Offer Document (merger control clearance by the European Commission) has been fulfilled. 

The Takeover Offer and the contracts which come into existence as a result of its acceptance are therefore still subject to the following offer conditions:

• Section 12.1.1(a) through (f) of the Offer Document (No adverse resolution of the general shareholders‘ meeting)

• Section 12.1.2(a)(iii) of the Offer Document (Merger control clearance in Saudi Arabia)

• Section 12.1.2(b)(i) of the Offer Document (Foreign investment control clearance in Germany)

• Section 12.1.2(b)(ii) of the Offer Document (Foreign investment control clearance in France)

• Section 12.1.2(b)(v) of the Offer Document (Foreign investment control clearance in the United States)

Frankfurt am Main, 6 May 2020

Rebecca BidCo GmbH

Fulfilment of completion conditions for the takeover of Sixt Leasing SE

Announcement pursuant to section 23 para. 1 sent. 1 no. 2 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) and regarding the fulfilment of completion conditions

On 24 March 2020, Hyundai Capital Bank Europe GmbH, Frankfurt am Main, Germany, (the “Bidder”) has published the offer document for its voluntary public takeover offer (cash offer) to the shareholders of Sixt Leasing SE, Pullach, Germany, to acquire their no-par value bearer shares in Sixt Leasing SE (ISIN DE000A0DPRE6) (the “Sixt Leasing Shares”) against payment of a cash consideration in the amount of EUR 18.00 per share of Sixt Leasing SE (the “Takeover Offer”; cf. Section 4 of the offer document regarding a potential increase of the offer consideration under certain conditions). The acceptance period of the Takeover Offer expired on 30 April 2020, 24:00 hrs (local time Frankfurt am Main, Germany).

1 Announcement pursuant to section 23 para. 1 sentence 1 no. 2 WpÜG 

1.1 Until the end of the acceptance period on 30 April 2020, 24:00 hrs (local time Frankfurt am Main, Germany) (the „Reference Date“), the Takeover Offer has been accepted for a total of 6,369,648 Sixt Leasing Shares. This corresponds to approx. 30,90% of the share capital and the voting rights of Sixt Leasing SE.

1.2 On 21 February 2020, the Bidder and Sixt SE, Pullach, Germany, concluded a share purchase agreement in which they agreed to sell the 8,644,638 Sixt Leasing Shares held by Sixt SE to the Bidder subject to various conditions precedent (for further details cf. Section 6.7 of the offer document) (the “SPA”). Arising from the SPA, the Bidder, Santander Consumer Bank Aktiengesellschaft, Moenchengladbach, Germany, Santander Consumer Holding GmbH, Moenchengladbach, Germany, Santander Consumer Finance S.A., Madrid, Spain, and Banco Santander S.A., Santander, Spain, which control the Bidder, hold rights from instruments within the meaning of section 38 of the German Securities Trading Act (Wertpapierhandelsgesetz – “WpHG”) directly and indirectly held in relation to 8,644,638 voting rights in Sixt Leasing SE; this corresponds to approx. 41.94% of the share capital and voting rights of Sixt Leasing SE.

1.3 Apart from this, on the Reference Date, neither the Bidder nor persons acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG nor their subsidiaries held any Sixt Leasing Shares, instruments relating thereto pursuant to sections 38 and 39 of the German Securities Trading Act (WpHG), or any rights to demand transfer of Sixt Leasing Shares. Moreover, no voting rights from Sixt Leasing Shares were attributed to them pursuant to section 30 WpÜG on the Reference Date.

1.4 The minimum acceptance threshold of the Takeover Offer (as described in Section 13.1.3 of the offer document) was equivalent to at least 55% of all Sixt Leasing Shares issued at the end of the acceptance period (including the 8,644,638 Sixt Leasing Shares to be acquired from Sixt SE under the SPA), and thus 11,336,377 Sixt Leasing Shares. The acceptance rate for Sixt Leasing Shares to be taken into account for this minimum acceptance threshold at the end of the acceptance period is 15,014,286 Sixt Leasing Shares. This corresponds to approx. 72.84%.

2 Fulfilment of Completion Conditions 

Pursuant to Section 13.1 of the offer document, the Takeover Offer and the agreements with the shareholders of Sixt Leasing SE which came into existence as a result of the acceptance of the Takeover Offer will only be completed if the Bidder has validly waived the fulfilment of the completion conditions described therein at least one working day prior to the expiry of the acceptance period (and prior to the non-fulfilment of the relevant completion condition) or the completion conditions have been fulfilled within the periods specified therein.

The completion conditions set out in Section 13.1.3 (“Minimum acceptance threshold”), Section 13.1.4 (“No capital measures”), Section 13.1.5 (“No material measure by Sixt Leasing”) and Section 13.1.6 (“No insolvency of Sixt Leasing”) of the offer document have been fulfilled. Therefore, the Takeover Offer still remains subject to the fulfilment of the remaining completion conditions which apply after the end of the acceptance period, i.e. Section 13.1.1 (“Merger control clearance – European Commission”) and Section 13.1.2 (“German Owner Control Clearance”).

3 Additional acceptance period 

Shareholders of Sixt Leasing SE who have not yet accepted the Takeover Offer may still accept the Takeover Offer pursuant to section 16 para. 2 sent. 1 WpÜG within two weeks following this announcement, i.e. within the period from

7 May 2020 to 20 May 2020, 24.00 hrs (local time Frankfurt am Main) 

The final number of Sixt Leasing Shares tendered under the Takeover Offer following the expiry of the additional acceptance period is expected to be published on 26 May 2020 once confirmation of the final outcome has been obtained.

Important information: 

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Sixt Leasing SE. The terms and further provisions regarding the public takeover by Hyundai Capital Bank Europe GmbH to the shareholders of Sixt Leasing SE are set forth in the offer document whose publication is approved. Investors and shareholders of Sixt Leasing SE are strongly recommended to read the offer document and all other announcements and documents published in connection with the Takeover Offer because they contain important information.

Frankfurt am Main, 6 May 2020

Hyundai Capital Bank Europe GmbH
The Management