14 February 2018

Biotest AG: Tiancheng intends to conclude a domination and profit transfer agreement with Biotest AG

Tiancheng (Germany) Pharmaceutcial Holdings AG, a holding company indirectly controlled by Creat Group Co., Ltd., has informed Biotest AG company that it intends to conclude a domination and profit and loss transfer agreement (Beherrschungs- und Gewinnabfürhungsvertrag) between Biotest AG as the controlled and profit-transferring company and to approve the conclusion of such a corporate agreement at a general meeting of Biotest AG.

Biotest AG assumes that the compensation and settlement arrangements for the outside shareholders of Biotest AG will be determined in accordance with the legal requirements and on the basis of a company valuation. The intended domination and profit and loss transfer agreement requires the approval of the Annual General Meeting of Biotest AG in order to be effective.

On May 18, 2017, Tiancheng published the offer document for its voluntary public takeover offer to the shareholders of Biotest AG for the acquisition of all no-par value ordinary shares (ISIN DE0005227201) and all no-par value preferred shares (ISIN DE0005227235) of Biotest AG. The acceptance period for the Takeover Offer expired on 15 June 2017, and the additional acceptance period pursuant to § 16 (2) sentence 1 WpÜG ended on 4 July 2017. The purchase agreements for the Biotest shares submitted during the Acceptance Period and the Additional Acceptance Period were completed on January 31, 2018.

Squeeze-out registered at biolitec AG

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

On 4 December 2017, the Annual General Meeting of biolitec AG, Vienna, decided to exclude all minority shareholders in accordance with section 1 (1) GesAusG (squeeze-out) in return for a cash compensation of EUR 20.43 per share. This resolution was now entered into the commercial register (HG Wien) on February 7, 2018 and published on February 13, 2018. The sole shareholder of biolitec AG is now the main shareholder, Dr. Ing. Wolfgang Neuberger.

The appropriateness of the cash settlement amount offered will be judicially reviewed in a review process (Überprüfungsverfahren).

The current biolitec AG was formed mainly by a cross-border (downward) merger in 2013 of the listed German Biolitec AG, Jena, on its subsidiary, Biolitec Unternehmensbeteiligungs I AG, Vienna.

Reasoned statement of BUWOG AG – Management Board and Supervisory Board recommend to accept tender offer by Vonovia

Vienna, 13 February 2018

Today, the Management Board and Supervisory Board of BUWOG AG (“BUWOG”) published their reasoned statements with respect to the offer document presented by Vonovia SE (“Vonovia”) on 5 February 2018.

In these statements, following a due process of review, the Management Board and Supervisory Board recommend that the holders of securities in BUWOG accept the offer. This recommendation is described in more detail in the reasoned statement.

Following an in-depth examination, the Management Board and Supervisory Board of BUWOG have each formed the opinion that the offer price of € 29.05 per BUWOG share and the offered consideration to the holders of convertible bonds can be considered adequate from a financial point of view. The offer price for BUWOG Shares is significantly higher than both, the unaffected and historical weighted average prices of BUWOG shares over the last two years.

The Management Board and the Supervisory Board consider the premium on the closing share price on 15 December 2017 (trading day before the announcement of the offer) of 18.1 percent as adequate. Furthermore, the offer price is 16.8 percent above the most recently published undiluted EPRA Net Asset Value of the company as of 31 October 2017.

The acceptance period started on 5 February 2018 and ends on 12 March 2018. Provided that all conditions precedent are fulfilled at the end of the acceptance period, the settlement for the first offer period of the transaction is expected to be at the end of March 2018. The antitrust approvals, which are necessary conditions precedent for the completion of the transaction, have already been issued.

As of today, the joint reasoned statements on the offer are available on BUWOG's website at www.buwog.com.

The members of the Management Board of BUWOG AG and members of the Supervisory Board who hold BUWOG shares will accept the offer and tender their shares into the offer.

In connection with the offer, BUWOG is advised by Goldman Sachs as financial advisor and relating to Austrian Law by Schönherr Rechtsanwälte GmbH.

About the BUWOG Group 

The BUWOG Group is the leading German-Austrian full-service provider in the residential property business and now looks back on 66 years of expertise. Its property portfolio encompasses around 49,000 units and is located in Germany and Austria. In addition to Asset Management, the entire value chain of the residential sector is covered by Property Sales and Property Development. The shares of BUWOG AG have been listed on the stock exchanges in Frankfurt am Main, Vienna (ATX) and Warsaw since the end of April 2014.

09 February 2018

Linde AG: Status of the antitrust proceedings for the proposed business combination with Praxair, Inc.

Ad hoc-announcement

Munich, 06 February 2018 - Discussions with various antitrust authorities have resulted in indications that merger clearance of the business combination of Linde Aktiengesellschaft ("Linde") and Praxair, Inc. ("Praxair") will be subject to requirements more onerous than previously assumed. Based on ongoing discussions and the current knowledge, the revenue and EBITDA thresholds agreed with Praxair in the Business Combination Agreement up to which divestment commitments must be accepted are not exceeded.

In the course of the antitrust proceedings in the European Union, Linde and Praxair will not submit final commitments to the European Commission in this first investigation phase (phase I). Therefore, the merger partners expect that the European Commission will initiate an in-depth investigation (phase II). When initiating a phase II investigation, the European Commission, in principle, decides within a period of 90 business days on the approval of the business combination. A phase II investigation is not uncommon for complex transactions, such as the one at hand.

The merger partners remain convinced of the merits of the proposed business combination. Linde and Praxair will continue the constructive dialogue with antitrust authorities in order to complete the transaction in the second half of 2018.

Biotest AG: Tiancheng intends to enter into a domination and profit and loss transfer agreement with Biotest AG

Ad-hoc RELEASE
Announcement according to Article 17 European Market Abuse Regulation (MAR)


Dreieich, 8 February 2018. Today, Tiancheng (Germany) Pharmaceutical Holdings AG, a holding company which is indirectly controlled by Creat Group Co., Ltd., informed the Company that it intends to enter into a domination and profit and loss transfer agreement pursuant to Section 291 para. 1 of the German Stock Corporations Act between Biotest AG as dominated and profit transferring company and the bidder as dominating company, which is authorized to receive the profit transfer, and to vote in favour of such domination and profit and loss transfer agreement in a general meeting of Biotest AG. Tiancheng has asked to enter into negotiations.

Biotest AG expects that the cash compensation and guaranteed dividend for minority shareholders of Biotest AG will be determined in accordance with the statutory requirements and on the basis of a pending evaluation of the Company. In order to become effective, the intended domination and profit and loss transfer agreement requires the approval of the general shareholders' meeting of Biotest AG.

Tiancheng published on 18 May 2017 the offer document for its voluntary public takeover offer to the shareholders of Biotest AG for the acquisition of all ordinary non-par value ordinary bearer shares (ordinary shares) (ISIN DE0005227201) and all non-par value preferred bearer shares (preference shares) (ISIN DE0005227235) in Biotest against payment of a cash consideration. The acceptance period for the takeover offer ended on 15 June 2017 and the additional acceptance period pursuant to Section 16 para. 2 sentence 1 WpÜG ended on 4 July 2017. Following the fulfilment of all conditions of the takeover offer, the purchase agreements regarding the Biotest shares which were tendered into the takeover offer during the acceptance period and the additional acceptance period were settled on 31 January 2018.

Biotest Aktiengesellschaft
Board of Management

01 February 2018

Biotest AG: Creat takeover of Biotest closed

PRESS RELEASE
- Transfer of tendered shares completed

- Majority shareholding (approx. 90% of Biotest AG's ordinary shares and voting share capital) of Creat in Biotest


Dreieich, 31 January 2018. On 19 January 2018 Biotest AG disclosed that the last remaining condition has been met for the takeover offer by Tiancheng (Germany) Pharmaceutical Holdings AG, the acquisition company of the Creat Group Corporation. Thus the unsolicited takeover offer announced on 18 May 2017 for the shares of Biotest AG became effective and could be settled.

The offer by Tiancheng (Germany) Pharmaceutical Holdings AG and payment of the purchase price to the custodial bank of the accepting Biotest shareholders was settled promptly and, as described in section 13.5 of the offer document.
Tiancheng (Germany) Pharmaceutical Holdings AG, an indirect controlled subsidiary of Creat Group Corporation, a company organized and existing under the laws of the People's Republic of China, hereby holds a majority interest (approx. 90% of Biotest AG's ordinary shares and voting share capital) in Biotest AG.

About Biotest
Biotest is a provider of plasma proteins and biological drugs. With a value added chain that extends from pre-clinical and clinical development to worldwide sales, Biotest has specialised primarily in the areas of clinical immunology, haematology and intensive medicine. Biotest develops and markets immunoglobulins, coagulation factors and albumins based on human blood plasma. These are used for diseases of the immune and haematopoietic systems. In addition, Biotest develops monoclonal antibodies in the indications of cancer of plasma cells and systemic lupus erythematosus which are produced by recombinant technologies. Biotest has more than 2,500 employees worldwide. The preference shares of Biotest AG are listed in the SDAX on the Frankfurt stock exchange.

31 January 2018

All conditions met for Creat takeover of Biotest

Ad-hoc RELEASE
Announcement according to Article 17 European Market Abuse Regulation (MAR)
Dreieich, 19. January 2018. Biotest AG disclosed today that foreign trade approval has been given by the U.S. Committee on Foreign Investment in the United States (CFIUS) and, thus, the last remaining condition has been met for the takeover offer by Tiancheng (Germany) Pharmaceutical Holdings AG, the acquisitions company of the Creat Group Corporation. Thus the unsolicited takeover bid announced on May 18, 2017 for the shares of Biotest AG becomes effective. Payment of the purchase price, in the amount of EUR28.50 per ordinary share tendered and EUR19.00 per preferred share tendered, will take place in the next few days.
In connection with the approval, Biotest has signed an agreement for the sale of its U.S. companies. Until this sale closes, Biotest AG has transferred the U.S. companies to a U.S. trust. As a result of the transfer to the U.S. trust, the business attributable to these companies qualifies as a discontinued operation. This reduces the guidance for the continuing operations by the revenue and earnings contribution of the discontinued operations.

Biotest Aktiengesellschaft
Board of Management

Decision of the Federal Court of Justice on the Takeover Offer at Celesio AG (now: McKesson Europe AG): Prices for convertible bonds must also be considered

Guideline:

When determining the appropriate consideration for a takeover bid, the prices paid by the bidder for the purchase of convertible bonds must also be taken into account.


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

Several former Celesio shareholders had won a premium of just under 32 per cent on the 2014 takeover price at the OLG Frankfurt am Main, after they had failed before the district court. While "ordinary" shareholders only received EUR 23.50 per Celesio share, McKesson paid significantly more to Elliott, a hedge fund specializing in such special situations, who had invested in Celesio convertible bonds. While BaFin (the Geman SEC) demanded equal treatment only for securities of the same class, the Higher Regional Court in Frankfurt am Main ruled that the complaining former Celesio shareholders were entitled to so much. According to this judgment, McKesson will have to pay EUR 7.45 per Celesio share.

The Federal Court of Justice (Bundesgerichtshof) has heard the case on 7 November 2017 and confirmed the minority shareholder-friendly decision of the Higher Regional Court. In the decision reasons now published, the Federal Court of Justice joins the legal opinion of the Higher Regional Court. When determining the appropriate consideration for the takeover bid, in its opinion, the prices paid for the purchase of convertible bonds must also be taken into account. The genesis of the law speaks for a broad interpretation in the sense of a general protection against circumvention. In addition, the court refers to the meaning and purpose of the statutory provisions.

According to the relevant (but not undisputed) opinion, this procedure for the Takeover Offer also has an impact on the judicial review proceedings (as Celesio Applicants also refer to the legal opinion of the Distric Court of Cologne in the Postbank judicial review proceedings; see the squeeze-out appraisal procedure: https : //spruchverfahren.blogspot.de/2017/10/spruchverfahren-zum-squeeze-out-bei-der_46.html).

The Celesio ruling should also have considerable practical effects on similar takeover cases. "Active" shareholders may not be paid more than "passive" shareholders, even if this is "hidden" as in the case of Celesio via convertible bonds.

German version: http://spruchverfahren.blogspot.de/2018/01/bgh-urteil-zum-ubernahmeangebot-bei-der.html

05 January 2018

KTM Industries initiates delisting of Pankl shares

Public disclosure of inside information according to article 17 MAR

Wels - KTM Industries initiates delisting of the shares of Pankl Racing Systems AG


On 3 January 2018 the Stock Exchange Act 2018 (Börsegesetz 2018) came into force, which now provides for the possibility of a voluntary withdrawal from the Official Market (Amtlicher Handel) for listed stock corporations (so-called "delisting").

The shares of Pankl Racing Systems AG, FN 143981m, Industriestraße West 4, 8605 Kapfenberg, are listed at the Vienna Stock Exchange under ISIN AT0000800800 and are admitted to trading on the Official Market (Amtlicher Handel). KTM Industries AG currently holds 2,977,681 shares of Pankl Racing Systems AG. This corresponds to approximately 94.53% of the share capital and voting rights of Pankl Racing Systems AG.

Today, KTM Industries AG has requested as shareholder pursuant to section 38 para 7 Stock Exchange Act 2018 that Pankl Racing Systems AG shall apply for the revocation of the admission to trade its 3,150,000 shares (ISIN AT0000800800) on the Official Market (Amtlicher Handel) of the Vienna Stock Exchange.

Takeover bid to the shareholders of Pankl Racing Systems AG

Further, KTM Industries AG has informed Pankl Racing Systems AG, that KTM Industries AG will launch a takeover bid for the termination of the trading permission according to section 38 para 6 to 8 Stock Exchange Act 2018 in conjunction with the 5th part of the Austrian Takeover Act to protect the shareholders. The takeover bid is addressed to the shareholders of Pankl Racing Systems AG, Industriestraße West 4, 8605 Kapfenberg, FN 143981m.

The offer price will be EUR 42.18 per share of Pankl Racing Systems AG, provided that after obtaining a "fairness opinion" this offer price is not "obviously below the actual value of the company" as stated in section 27e Austrian Takeover Act. If this should be the case, the offer price shall correspond to the reasonable value according to the "fairness opinion".

The offer is aimed at the acquisition of all Pankl-shares that are not held by KTM Industries AG or parties acting in concert with it. Thus, the offer is aimed at the acquisition of 95,235 Pankl-shares.

The purpose of the offer is the termination of the admission to trade the shares of Pankl Racing Systems AG on the Vienna Stock Exchange.

Legal disclaimer
THIS ANNOUNCEMENT DOES NEITHER CONSTITUTE AN OFFER TO ACQUIRE NOR AN INTIMATION TO SUBMIT A PROPOSAL FOR THE ACQUISITION OF SECURITIES OF KTM INDUSTRIES AG AND/OR PANKL RACING SYSTEMS AG.

28 December 2017

Fair Value REIT-AG: Application for change from the Prime Standard to the General Standard

Insider Information according to Article 17 MAR

Graefelfing, 27 December 2017 – The shares of Fair Value REIT-AG, Graefelfing, (WKN/ISIN A0MW97/DE000A0MW975), are currently admitted to trading on the regulated market of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market of the Frankfurt Stock Exchange with additional post-admission obligations (Prime Standard).

The company hereby announces that the Management Board of Fair Value REIT-AG has decided, with the corresponding support of the Supervisory Board, to change its stock exchange listing from the Prime Standard to the General Standard of the regulated market of the Frankfurt Stock Exchange. The change in stock market segment is to reduce the additional efforts involved in the listing in the Prime Standard segment.

Fair Value REIT AG will now submit a corresponding application for revocation of the admission of the shares to the Prime Standard segment of the Frankfurt Stock Exchange.

The revocation of the admission will become effective upon the expiration of a period of three months after the publication of the revocation decision by the Management Board of the Frankfurt Stock Exchange on the internet (www.deutsche-boerse.com). The revocation does not affect the admission of the shares of Fair Value REIT-AG to trading on the regulated market of the Frankfurt Stock Exchange (General Standard).

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).