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

08 September 2017

Squeeze-out of minority shareholders of the former DAB Bank AG: Court of appeal will review the compensation

In the judicial review proceedings on the merger-law squeeze-out at the former DAB Bank AG, the district court of Munich I (Landgericht München I) increased the cash compensation by EUR 1.81 to EUR 6.59 per DAB Bank AG share (+ 37.87 %), see https://spruchverfahren.blogspot.de/2017/07/squeeze-out-bei-der-dab-bank-ag_19.html.

BNP Paribas S.A. lodged a complaint against this decision on 24 August 2017. The district court ordered the appellant to substantiate the appeal by 9 October 2017.

Payment of the enhancement amount will not be made until after the final verdict. Until then, the enhancement will bear interest of 5 percentage points above the base interest rate.

Schlumberger AG: squeeze-out entered into the commercial register

by Martin Arendts, Attorney-at-law (Rechtsanwalt)

The squeeze-out of the remaining minority shareholders in favor of the main shareholder Sastre Holding had been resolved at the 31st Annual General Meeting of Schlumberger AG, Vienna, which is primarily known as a sect producer. After the entry of this resolution in the commercial register, the Schlumberger shares of the mionority sharholders were now booked out.

Sastre (a vehicle of the Paulsen Familiae Foundation) pays the minority shareholders a cash compensation of EUR 26.00 per ordinary share and EUR 18.50 per preference share. This corresponds to the prices of the public takeover offer from December 2016, which ran until 16 March 2017.

The appropriateness of the amounts offered will be checked in a judicial review procedure.

IVG Immobilien AG: squeeze-out of minority shareholders

A squeeze-out of EUR 32.50 per IVG share is to be decided at the Annual General Meeting of IVG Immobilien AG on Wednesday, October 18, 2017. The free float, 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%.

27 June 2017

XING group "Unternehmensbewertung & Spruchverfahren"

LinkedIn group "Shareholders in Germany"

Nidda Healthcare Holding AG: Minimum acceptance threshold for STADA Takeover Offer narrowly missed

- Shareholders representing 65.52 percent of all STADA shares accepted Takeover Offer

- Management and Supervisory Boards recommended and strongly supported Takeover Offer

- Tendered STADA shares to be returned to shareholders

Frankfurt / Munich, 26 June 2017 - The voluntary public Takeover Offer of Nidda Healthcare Holding AG, a holding company controlled by funds advised by Bain Capital Private Equity, LP ("Bain Capital") and by Cinven Partners LLP ("Cinven"), for all outstanding shares of STADA Arzneimittel AG ("STADA" or the "Company") has lapsed due to the non-fulfilment of the minimum acceptance threshold offer condition.

During the acceptance period, which expired on 22 June 2017, the Takeover Offer was accepted for 40,844,263 STADA shares. This represents approximately 65.52 percent of the shares and the voting rights of STADA. The minimum acceptance threshold of 67.5 percent of all STADA shares was therefore narrowly missed despite a highly attractive offer price of EUR 66 per share, the recommendations by the STADA Management and Supervisory Boards and a concerted shareholder outreach by Bain Capital and Cinven as well as the Company. Following the lapse of the offer, shares which were tendered by accepting the Takeover Offer will be returned to the shareholders.

Bain Capital and Cinven worked very closely and constructively with the Management and Supervisory Boards of STADA who recommended and supported the Takeover Offer.

24 June 2017

RHI AG: Cash compensation offer (ad hoc)


As part of the combination of RHI AG with Magnesita S.A., which was announced in a press release on October 5, 2016, it is required to make a cash compensation offer to exiting shareholders for the cross-border merger of RHI AG into RHI – MAG N.V. planned within this transaction.

The Management Board today set the price of the cash compensation of EUR 26.50 per share. This assessment is based on a pure stand-alone view of RHI not including the synergies after closing of the planned transaction.

Further details regarding the merger will be announced in the course of the disclosure of the transaction documentation by June 30, 2017.

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 shareholders 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.