10 November 2017

CONSUS Real Estate AG acquires ca. 58% stake in GxP German Properties AG with a portfolio of 12 office properties and a total GAV of ca. EUR 164 million

Leipzig, 10. November 2017 - CONSUS Real Estate AG ("CONSUS", ISIN DE000A2DA414) acquires a majority stake of ca. 58% in GxP German Properties AG (GxP), headquartered in Berlin. CONSUS will finance the acquisition through existing financing means. The parties agreed not to disclose the purchase price. CONSUS expects the transaction to be accretive on a NAV and NAV/ share basis.

CONSUS will strengthen the segment of buy-to-hold commercial assets from currently 8 office properties and a total GAV of EUR 145.5 million to 20 offices and a total GAV of EUR 309.6 million through the acquisition of the majority stake. In the CONSUS segment of high yielding commercial assets including CG assets CONSUS will reach a critical mass of EUR 508 million GAV upon completion of the transaction. The office assets and the developed CG commercial assets generate an annualized net rental income of around EUR 28 million with strong recurring FFO.

The recurring rental income of the commercial assets is supporting the strong growth business as leading German residential developer in Germany’s 9 largest cities.

02 November 2017

Judical review proceedings regarding the domination and profit and loss transfer agreement with MAN SE: Final decision probably not until 2018

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.

Both Volkswagen Truck & Bus GmbH, a subsidiary of VW, and several applicants lodged complaints against this first instance decision. The court did not remedy its decision by resolution of 24 November 2015 and submitted the case to the Higher Regional Court (Oberlandesgericht München), cf. https://spruchverfahren.blogspot.de/2015/12/spruchverfahren-zum-beherrschungs-und.html.

In view of numerous inquiries and apparently also in view of the announcement of minority shareholders that a decision will be issued later this year (see: https://spruchverfahren.blogspot.de/2017/07/effecten-spiegel-ag-zur-postbank.html), the Higher Regional Court has now pointed to the heavy burden of the court. In view of the large number of older award proceedings, a final decision "at the earliest in 2018" is to be expected.

OLG München, 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

26 October 2017

Domination agreement with UNIWHEELS AG as a controlled company

The Extraordinary General Meeting of UNIWHEELS AG on Monday, 4 December 2017, will decide on a domination agreement:

Resolution on the approval of a domination and profit and loss transfer agreement which is to be concluded between UNIWHEELS AG and Superior Industries International Germany AG 

UNIWHEELS AG and Superior Industries International Germany AG with registered seat in Frankfurt am Main intend to conclude a domination and profit and loss transfer agreement in which UNIWHEELS AG submits the management control (Leitung) of itself to Superior Industries International AG and undertakes to transfer its whole annual profit to Superior Industries International Germany AG. UNIWHEELS AG and Superior Industries International Germany AG established (aufgestellt) on 20 October 2017 the final draft of the domination and profit and loss transfer agreement. The supervisory board of UNIWHEELS AG approved the conclusion of this domination and profit and loss transfer agreement on 20 October 2017. The domination and profit and loss transfer agreement requires for its effectiveness the approval of the general meeting of UNIWHEELS AG and the approval of the general meeting of Superior Industries International Germany AG as well as the registration of its existence in the commercial register (Handelsregister) of the seat of UNIWHEELS AG. It is intended that the general meeting of Superior Industries International Germany AG approves the domination and profit and loss transfer agreement after the approval of the general meeting of UNIWHEELS AG. It is intended then to conclude the agreement on 5 December 2017.

The management board and the supervisory board propose to adopt the following resolution:

The domination and profit and loss transfer agreement which is to be concluded between UNIWHEELS AG in its capacity as controlled company and Superior Industries International Germany AG having its registered seat in Frankfurt am Main, registered with the commercial register of the local court of Frankfurt am Main under HRB 107708, in its capacity as controlling company in the version which was established on 20 October 2017 as final draft is approved. 

25 October 2017

Domination agreement with SinnerSchrader AG as a controlled company

On 20 October 2017, the management board of SinnerSchrader AG and the management of Accenture Digital Holdings GmbH issued the draft of a domination and profit transfer agreement (Beherrschungs- und Gewinnabführungsvertrag) between SinnerSchrader AG as a controlled company and Accenture Digital Holdings as controlling company.

The draft provides for a cash compensation (Barabfindung) in accordance with Section 305 of the German Stock Corporation Act (AktG) amounting to EUR 10.21 per SinnerSchrader share and a compensation payment (Ausgleichszahlung) for the minority shareholders of EUR 0.27 per share (net, after deducting corporation tax and solidarity surcharge: EUR 0.23) per full fiscal year pursuant to section 304 AktG. The payment obligations of Accenture Digital Holdings GmbH from cash compensation or compensation payments are guaranteed by Accenture plc.

Pursuant to section 293 (2) AktG, the agreement requires the consent of the shareholders' meeting of Accenture Digital Holdings GmbH and pursuant to section 294 (2) AktG the registration of the conclusion of the contract with the commercial register in accordance with section 293 (1) AktG. The shareholders' meeting of Accenture Digital Holdings GmbH is expected to take place on 5 December 2017. An extraordinary general meeting of SinnerSchrader AG, which is scheduled for 6 December 2017, has to approve the domination and profit transfer agreement. The parties intend to conclude the contract, presumably on 7 December 2017. 

Squeeze-out at conwert Immobilien Invest SE registered with the commercial register: Adequacy of the cash compensation will be reviewed in judicial procedure

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

The exclusion of minority shareholders, resolved at the Annual General Meeting of the formerly ATX-listed conwert Immobilien Invest SE on 29 August 2017, has now been registered in the commercial register (Firmenbuch). Trading of conwert shares was discontinued. The adequacy of the cash compensation offered by Vonovia SE for the squeeze-out in its favor will be judicially reviewed in a review procedure before the Commercial Court of Vienna (Handelsgericht Wien).

21 October 2017

GfK SE: Squeeze-out resolution registered with the commercial register

Disclosure of an inside information acc. to Article 17 MAR

The management board of GfK SE has been informed today that the resolution of GfK's annual general meeting held on 21 July 2017 on the transfer of the shares of the remaining shareholders (minority shareholders) to Acceleratio Capital N.V., domiciled in Amsterdam, (principle shareholder) in return for an adequate cash compensation of EUR 46.08 per no-par value ordinary bearer shares in accordance with section 327a et seq. German Stock Corporation Act has been registered with the commercial register yesterday. As result of such registration, the title in all shares of the minority shareholders has been transferred to the principle shareholder by operation of law. The listing of GfK's shares will end shortly.

For the settlement of the cash compensation, reference is made to the upcoming publication made by Acceleratio Capital N.V. in the Federal Gazette (Bundesanzeiger).

11 October 2017

Planned merger of Linde and Praxair: German shareholder association DSW advises not to exchange Linde shares

by Attorney-at-law Martin Arendts

The planned merger of Linde and Praxair to become the world's largest gas group is currently in the hands of Linde shareholders. They still have a good two weeks to decide whether to exchange their shares in shares of the new holding company, Linde plc. Only if 75 per cent participate, the fusion will be executed according to the current plans. Criticism comes in particular from the German shareholder association Deutsche Schutzvereinigung für Wertpapierbesitz (DSW). DSW considers the offer as "simply too low." So far, the DSW had criticized above all the procedure. For example, DSW vice president Daniela Bergdolt criticized that Praxair shareholders were allowed to vote on the merger at a general meeting - unlike the shareholders of Linde. The other large shareholder association, Schutzgemeinschaft der Kapitalanleger (SdK), follows a differenciated approach. Although Sdk also criticizes the valuation of Linde as not adequate, shareholder should at least partly exchange their shares, as a failure of the merger would result in a drop of the share price.

statement of SdK:
http://www.sdk.org/assets/Stellungnahmen/Stellungnahme-der-SdK-zum-Uebernahmeangebot-der-Linde-plc-an-die-Aktionaere-der-Linde-AG-final.pdf

05 October 2017

Squeeze-out at BWT AG (Best Water Technology)

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

The squeeze-out resolution, passed at the Annual General Meeting of the water technology company BWT AG on 14 August 2017, has now been registered. As the company reported, the decision of the regional court of Wels (Landesgericht Wels), which is responsible for the registration of the minority shareholder exclusion, was served on the company, granting the resolution to exclude the minority shareholders pursuant to § 1 GesAusG and transfer its shares to WAB Privatstiftung as principal shareholder to be registered. By registering the decision in the commercial register, all shares of the minority shareholders of BWT AG were transferred to WAB Privatstiftung in accordance with § 5 Abs 4 GesAusG. The appropriateness of the cash compensation amount will be judicially reviewed in a review process.

There was doubts about the legality of the squeeze-out decision - as reported: https://spruchverfahren.blogspot.de/2017/08/squeeze-out-beschluss-bei-der-bwt-ag.html. Thus, the appraiser was not appointed by the company's court, as required by law, but by the principal shareholder. The 90% threshold, required for a squeeze-out under Austrian law, was achieved only with the company's repurchase of own shares.

Squeeze-out at Süd-Chemie AG: Schedule of the Munich Higher Regional Court for the appeal proceedings

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

In the appeal proceedings with regard to the exclusion of the minority shareholders at Süd-Chemie AG, Munich, in favor of Clariant AG, which was registered at the end of 2011, the District Court of Munich I (Landgericht München I) had increased the cash compensation amount by EUR 7.04 to EUR 132.30 per share (+ 5.62%), see: https://spruchverfahren.blogspot.de/2017/05/squeeze-out-bei-der-sud-chemie-ag.html.

Clariant AG, as well as several former minority shareholders filed appeals against this decision at first instance. The Higher Regional Court of Munich (Oberlandesgericht München), which will decide on the complaints, has now submitted a timetable for the second-instance proceedings: Accordingly, the complaints can be (supplementary) justified by 15 January 2018. The parties may respond by 15 April 2018. The joint representative (of former minority shareholders that did not file for a judicial review) may submit his observations by 15 June 2016. A final decision will therefore be taken no earlier than the second half of 2018.

The increment amount (plus interest at the rate of 5 percentage points above the base rate) will be paid only after a final decision.

OLG München, file no. 31 Wx 340/17
LG München I, decision of 28 April 2017, file no. 5 HK O 26513/11
SdK e.V. et al. ./. Clariant AG
87 Applicants
joint representative: Attorney-at-law Dr. Andreas Wirth, 80331 Munich

02 October 2017

Judicial review of the squeeze-out at WMF AG: Expert opinion on "jump in value"

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

In the proceedings on the merger squeeze-out at the traditional company WMF AG, the County Court of Stuttgart (Landgericht Stuttgart) heard the case on 17 January 2017 and questioned the expert auditors. The court expressed doubts about the company value for the squeeze-out of only just over EUR 800 m, after WMF was sold by the private equity investor KKR shortly afterwards for approximately EUR 1.6 billion (and thus almost double the amount) to the French company SEB (see: http://spruchverfahren.blogspot.de/2017/01/spruchverfahren-wmf-ag-deutliche.html).

In accordance with these already expressed doubts, the court has now, by order of the presiding judge, Schmidt, ordered a written expert opinion to be obtained. Certified public accountant Ulrich Frizlen, Bansbach GmbH, 70184 Stuttgart, was commissioned to carry out the assessment. This is intended, inter alia. to determine whether the "jump in value" from the EUR 815 million to EUR 1.585 billion had already been rooted at the valuation date (20 January 2015).


The main shareholder, formerly known as Finedining Capital AG and part of the KKR Group, had offered a cash compensation of EUR 58.37 per ordinary share and preference share of WMF AG, http://spruchverfahren.blogspot.de/2015/03/bekanntmachung-uber-die-barabfindung.html.

23 September 2017

Squeeze-out at Dürkopp Adler Aktiengesellschaft

Publication of an insider information (translation)

Bielefeld, 22 September 2017

The management of ShangGong (Europe) Holding Corp. (hereinafter referred to as "main shareholder") today notified the management of Dürkopp Adler Aktiengesellschaft (hereinafter referred to as "company") of its intention to merge the company as the transferring legal entity into the main shareholder as the assuming legal entity in order to simplify the group structure. It has announced that it will enter into negotiations with the company's management to conclude a corresponding merger agreement.

In connection with the planned merger, the main shareholder today also, in accordance with § 62 para 5 UmwG i.V.m. Section 327a para. 1 AktG, submitted the formal request to implement the procedure for the transfer of the shares of the other shareholders of the company (minority shareholders) pursuant to Sections 327a et seq. AktG to the main shareholder for an appropriate cash compensation (so-called merger squeeze-out) to convoke a general meeting of shareholders following the conclusion of the merger agreement between the company and the main shareholder. The merger agreement will contain a corresponding provision for the exclusion of minority shareholders. The amount of the appropriate cash compensation that the main shareholder will pay to the other shareholders of the company for the transfer of shares will be communicated by the main shareholder at a later date.

The main shareholder has confirmed that he holds a 94.01% stake in the company's capital and is thus the main shareholder according to Section 62 (5) sentence 1 UmwG. The main shareholder further announced that his legal form would be converted into the legal form of a stock corporation (Aktiengesellschaft) before the resolution of the company's annual general meeting in order to comply with the requirements of section 62 (5) UmwG.

19 September 2017

Judicial review of the squeeze-out at ERGO Versicherungsgruppe Aktiengesellschaft: Court of Appeal will decide on complaints

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

The District Court of Düsseldorf (Landgericht Düsseldorf), with decision of October 14, 2016, significantly increased the cash compensation for the squeeze-out of minority shareholders at ERGO Versicherungsgruppe Aktiengesellschaft. The main shareholder, Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft (Munich Re), and several petitioners filed appeals against this decision. The District Court, by order of 4 September 2017, has now not remedied the complaints and submitted the case to the Court of Appeal of Düsseldorf (Oberlandesgericht Düsseldorf) for a decision.

At the same time, the Landgericht amended the operative part of the decision of 14 October 2016 to the effect that the appropriate cash compensation amounts to EUR 109.92 instead of EUR 109.32 (as can be seen in the calculation on page 28 of the decision). In relation to the amount of EUR 97.72 offered by Munich Re, this corresponds to an increase of 12.48%.

18 September 2017

Activist fund Petrus Advisers calls for a significant increase in value of comdirect

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

In an open letter to the CEO of Commerzbank, published in today's issue of the Handelsblatt (No. 180 of 18 September 2017, p. 23), London-based activist fund Petrus Advisers calls for a significant increase in value of comdirect. Commerzbank, which is the lagest sharholder of comdirect (82%), "assumes the role of a dominant and unintentional shareholder", criticizes Petrus Advisers in the letter. According to Petrus Advisers, Germany's second largest private bank neglects the other shareholders. The fund criticizes, in particular, the "cost problem": "Small investors who have been on board since comdirect´s IPO suffocate in Commerzbank´s cost structures," write Petrus partners Klaus Umek and Till Hufnagel. Comdirect's cost-income ratio was 68.6% last year, which means that comdirect had to invest nearly 70 cents to earn a euro, with no "dynamic growth". With regard to eBase and comdirect, "no serious synergies" could be observed. Corporate governance was also heavily criticized. The management and the supervisory board "consist essentially of your circle of friends from Dresdner Bank", criticizes Petrus Adviser in the letter, personally addressed to Mr Martin Zielke, CEO of Commerzbank.

Commerzbank rejected the allegations of the fund. They are very pleased with the development of comdirect, explains the bank to Handelsblatt. The number of customers and deposits had risen significantly in 2016. Therefore, there was no need for changes.

Petrus Advisers owns about 1% of comdirect. The fund has repeatedly appeared as an activist shareholder, most recently in the squeeze-out case conwert (expropriation of minority shareholders in favour of Vonovia SE), asking for a much higher compensation.

15 September 2017

Squeeze-out at IVG Immobilien AG

A squeeze-out of the minority shareholders for a compensation of EUR 32.50 per IVG share will be decided at the Annual General Meeting of IVG Immobilien AG on Wednesday, 18 October 2017. The free float portion, which was significantly reduced after the implementation of an insolvency plan in 2014 (reduction of the share capital to zero and a debt-to-equity swap for the previous creditors) is currently only 0.11%.

Squeeze-out request at FIDOR Bank AG

6 September 2017 - 3F Holding GmbH has informed us today of its request pursuant to Section 327a (1) Sentence 1 AktG to resolve the Annual General Meeting of FIDOR Bank AG on the transfer of the shares of the remaining shareholders to 3F Holding GmbH for an adequate cash compensation (squeeze-out). 3F Holding GmbH owns about 98.95% of all shares in FIDOR Bank AG.

press release of FIDOR Bank AG (translation)

Around 78% of WCM shareholders accept the takeover offer of TLG IMMOBILIEN AG in the regular acceptance period

Press Release (translation)

Berlin, September 12, 2017 - TLG IMMOBILIEN AG hereby announces the final acceptance rate at the end of the regular acceptance period as part of the voluntary public takeover offer for WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft (WCM): Until the end of the period for acceptance of the Takeover offer on September 5, 2017, 77.75% of the shareholders of WCM accepted the offer.

As regulated by the German Securities Acquisition and Takeover Act (WpÜG), a further two-week exchange option (further acceptance period) now follows for the shareholders of WCM who have not yet paid their shares. Further WCM shares can now be submitted within the further acceptance period from September 13, 2017, 00:00 (CEST) to September 26, 2017, 24:00 (CEST). During this period, WCM shareholders can exchange their 5.75 WCM shares into a new share of TLG IMMOBILIEN AG.

The Offer Document and all other information relating to the Offer will be published on the following website:

www.tlg.de > Investor Relations > Übernahmeangebot WCM AG