24 November 2013

Issue 9/2013 of "Spruchverfahren aktuell" (SpruchZ) published


24 October 2013

Celesio AG: McKesson $8.3 billion deal for drugs trader Celesio to create market leader

McKesson agreed to buy German peer Celesio on Thursday for $8.3 billion, including debt, forging a global market leader in drugs distribution to boost its purchasing power with pharma majors.

San Francisco-based McKesson, the largest U.S. drugs wholesale group, struck a deal to purchase the 50.01 percent stake in Celesio owned by the diversified holding company Franz Haniel & Cie and is offering to buy up the remaining shares for 23 euros ($31.7) apiece, it said on Thursday.

McKesson and its closest U.S. rivals AmerisourceBergen and Cardinal Health, have all been looking to grow beyond their domestic market, where they command a combined 95 percent share. U.S. President Barack Obama's healthcare reform is also putting pressure on costs across the sector.
"The combination of McKesson and Celesio will create a leading global healthcare services platform that will advance our customers' ability to deliver better, more efficient healthcare solutions," McKesson Chief Executive John Hammergren said in a statement.

In a high-volume industry, where operating profit margins of 2 percent and less are common, the slightest improvements in procurement and costs make a difference.

As part of the largest German healthcare deal since drugmaker Bayer bought rival Schering in 2006, McKesson will gain about 22 billion euros ($30.3 billion) in annual revenues from Celesio, creating a more than $150 billion global drugs wholesale and pharmacies group.

That would far eclipse another transatlantic tie-up in drugs trading, the purchase of a 45 percent stake in European pharmacy chain Alliance Boots by U.S. peer Walgreen Co. last year.
They have close to $110 billion in annual revenues but are looking to bulk up further as they secured the right to buy up to 23 percent of AmerisourceBergen in March.

HEADACHE

Seller Haniel, a 257-year-old family-owned conglomerate, has been shedding assets to pay down its debt and offset a massive writedown on its holding in German retailer Metro last year. This year, the more than 600-member Haniel family had to forgo a dividend for the first time since the end of World War Two.

Celesio, owner of Britain's Lloyds pharmacy chain, has been a headache for Haniel.
It was embroiled in price war that has all but erased profits from the crowded German drugs wholesale market. Healthcare cuts across Europe, its main market, added to woes.

"After a particularly challenging 5-6 years, we congratulate Haniel for realizing a good deal for both itself and minority shareholders," Berenberg analyst Scott Brado wrote in a note to investors.
Celesio Chief Executive Marion Helmes has conceded that an alliance or tie-up with a U.S. partner could help win steeper discounts, mainly for the generic drugs it buys but also for non-prescription medication and skincare products.

McKesson will also make a public tender offer for the outstanding convertible bonds of Celesio, offering 53,117.78 euros for each of Celesio's outstanding convertible bonds due in 2014 and 120,798.32 euros apiece for those due in 2018.

The 23 euro per share bid represents a premium of about 43 percent over the stock price since speculation began in June that majority owner Haniel might sell its stake.

The total transaction, including the assumption of Celesio's outstanding debt, values the target at about $8.3 billion (6.1 billion euros), McKesson added. Celesio said its management and supervisory boards welcomed the offer.

Shares in Celesio traded 4.9 percent higher at 0812 GMT at 22.79. They had closed up 6.1 percent at 21.725 euros on Wednesday, after Reuters cited people familiar with the talks as saying a bid of near 23 euros per share was imminent. McKesson's stock rose 0.7 percent to close at $143.05 on Wednesday.

McKesson plans to fund the deal from cash reserves and bridge financing, while seeking to retain its credit rating, it said. Standard & Poor's rates the group's long-term prospects "A-".
It expects the deal to add between $1.00 and $1.20 to its adjusted earnings per share in the first 12 months following completion, provided it gets 100 percent of Celesio. Its offer is conditional upon it obtaining at least 75 percent.

By the fourth year, the acquisition will result in savings of between $275 million and $325 million, it said.

McKesson said it expected its offers for Celesio's shares and bonds to start during the quarter through December, and conclude it by March 31, but not before January 17.

The offer values Celesio including its debt at about 11 times expected earnings before interest, taxes, depreciation and amortization (EBITDA) for this year, above the 9.8 multiple its U.S. suitor is trading at.
That is in line with the multiple that Walgreen Co. paid for the stake in Alliance Boots last year.
($1 = 0.7256 euros)

07 October 2013

Herlitz AG: Ad hoc announcement according to § 15 WpHG

Berlin, 7 October 2013 - Pelikan International Corporation Berhad, Malaysia, (PICB), the major shareholder of Pelikan Holding AG and Herlitz AG, has informed the Board of Directors of Pelikan Holding AG and the Management Board of Herlitz about its proposals to enable Herlitz AG to expedite the completion of the integration between Herlitz PBS AG business and Pelikan’s German and Austrian sales operations including administrative functions.

Instead of the joint venture structure, it has proposed an acquisition of selected assets and liabilities of the German and Austrian stationery business of Herlitz PBS AG and the logistics services company of Herlitz PBS AG by the Pelikan Group to the Herlitz Management Board of Herlitz AG. The goal is for Pelikan and Herlitz Management to agree on the details of the proposed acquisitions by 31 October 2013 and enter into the relevant contracts without delay thereafter.

Pelikan International Corporation Berhad, Malaysia, is holding 96,49 % of the shares of Pelikan Holding AG and 70,92 % of the shares of Herlitz AG. Herlitz PBS AG is a 100% subsidiary of Herlitz AG.

02 October 2013

Annual general meeting of Prime Office REIT-AG approves merger with OCM German Real Estate Holding AG

Press release of Prime Office REIT-AG

- Business combination agreement and merger agreement with over 75 percent of the votes cast

- Process of merging with OCM German Real Estate Holding AG continues as planned

- German cartel office has approved the merger as the competent merger control entity

Munich, 24 September 2013. Prime Office REIT-AG (“Prime Office“), a leading listed property company with REIT status focused on investments and management of prime office properties in Germany, announces that the process of merging with OCM German Real Estate Holding AG will continue as planned. The business combination agreement and the merger agreement put to a vote today during the company’s annual general meeting were approved with the requisite majorities of at least 75 percent of the votes.

The business combination agreement between Prime Office, OCM German Real Estate Holding AG, Cologne, all shareholders of OCM German Real Estate Holding AG as well as Amherst S.à r.l. and OCM had an approval rating of 79.543 percent (23,176,509 votes in favour, 5,960,716 dissenting votes). The annual general meeting also approved the merger agreement between Prime Office as the transferring entity and OCM German Real Estate Holding AG, Cologne, as the receiving entity with a majority of 79.767 percent (23,271,930 votes in favour, 5,902,985 dissenting votes).

The planned merger between Prime Office and OCM German Real Estate Holding AG has been approved by the German cartel office as the competent merger control entity. Both Prime Office and OCM German Real Estate Holding AG aim at successfully completing the transaction before the end of the year.

“We are delighted that our shareholders support our plans to merge with OCM German Real Estate Holding AG. We view this as a strong vote of confidence for our strategy to build a leading, high earning and high dividend paying German office real estate company together with OCM German Real Estate Holding AG. We can now take the necessary next steps in the merger process that will enable us to follow through with the transaction and as a consequence generate sustainable value for our shareholders”, says Alexander von Cramm, member of the Prime Office REIT-AG executive board.
 
Contact details:
Prime Office REIT-AG
Richard Berg
Director Investor Relations / Corporate Communications
Hopfenstraße 4, 80335 Munich
Telephone:  +49. 89. 710 40 90 40
Facsimile:   +49. 89. 710 40 90 99
Email:          richard.berg@prime-office.de

13 August 2013

Squeeze-out of Minority Shareholders of Hypo Real Estate AG to be reviewed by the Higher Regional Court of Munich

by Martin Arendts, German Attorney-at-law

The Regional Court of Munich (Landgericht München I) declined to increase the compensation offered to minority shareholders of Hypo Real Estate AG (HRE) by the Financial Market Stabilisation Fund (Sonderfonds Finanzmarktstabilisierung (SoFFin)) as part of the squeeze-out procedure conducted in 2009.

A record number of 272 former shareholders have applied to review the compensation through the special legal procedure (“Spruchverfahren”).

Several applicants now filed an appeal against the decision of the Regional Court of Munich. The appeal will be heard by the Higher Regional Court of Munich (Oberlandesgericht München).

Landgericht München I, decision of 21 June 2013, File no. 5HK O 19183/09
http://spruchverfahren.blogspot.de/2013/08/finanzmarktrechtlicher-squeeze-out-bei.html

06 August 2013

Domination agreement of VW subsidiary with MAN SE registered

On 26 April 2103 Truck & Bus GmbH, a subsidiary of Volkswagen AG (VW), signed a domination agreement with MAN SE. This domination agreement has now been registered with the commerical register on 16 July 2013 and become operative (so MAN SE is now controlled by VW). The compensation offered by Truck & Bus GmbH (only EUR 80.89) will be reviewed by the District Court of Munich I (Landgericht München I).

http://spruchverfahren.blogspot.de/2013/07/barabfindungsangebot-die-auenstehenden.html
http://spruchverfahren.blogspot.de/2013/07/gewinnabfuhrungs-und.html

Squeeze-out of minority shareholders of Rücker AG announced

On 23 August 2013, the extraordinary shareholders´ meeting of Rücker AG, Wiesbaden, will decide on the squeeze-out of minority shareholders, requested by ATON Engineering AG. According to the agenda of the meeting, Rücker AG shall be merged with its main shareholder ATON Engineering AG and the shares of minority shareholders be transferred to ATON ("verschmelzungsrechtlicher Squeeze-out").

ISIN DE0007041105
http://spruchverfahren.blogspot.de/2013/07/rucker-ag-verschmelzung-aton.html

Squeeze-out of minority shareholders of Advanced Inflight Alliance AG announced

Global Entertainment AG has offiicaly notified the management board of Advanced Inflight Alliance AG of its intention to squeeze-out minority shareholders. According to Global Entertainment AG (which currently owns 94,07 %), Advanced Inflight Alliance AG shall be merged and the shares of minority shareholders be transferred to Global Entertainment AG.

ISIN: DE0001262186  WKN: 126218
http://spruchverfahren.blogspot.de/2013/07/advanced-inflight-alliance-ag_31.html

DOUGLAS HOLDING AG: squeeze-out registered

The squeeze-out resolution has been filed with the commercial register (Amtsgericht Hagen) on 25 July 2013. With the registration, the main shareholder, Beauty Holding Two GmbH, has become the sole shareholder of DOUGLAS HOLDING AG, Frankfurt am main. Several minority shareholders have announced to initiate a judicial review of the compensation of EUR 38.00 offered by Beauty Holding Two GmbH.

ISIN DE0006099005 / WKN 609 900
http://shareholders-germany.blogspot.de/2013/05/douglas-holding-ag-increase-of-squeeze.html
http://spruchverfahren.blogspot.de/2013/08/bekanntmachung-uber-die-abfindung-der.html

Gameforge Berlin AG: squeeze-out registered

The squeeze-out resolution has been filed with the commercial register (Amtsgericht Charlottenburg) on 30 July 2013 and published on 31 July 2013. With the registration, the main shareholder, Gameforge AG, has become the sole shareholder of Gameforge Berlin AG (formerly Frogster Interactive Pictures AG). Several minority shareholders have announced to initiate a judicial review of the compensation offered by Gameforge AG.

ISIN DE000A0F47J1 / WKN A0F 47J
http://spruchverfahren.blogspot.de/2012/02/spruchverfahren-beherrschungs-und.html

10 July 2013

Generali Group to take full control of Generali Deutschland AG

Italian insurer Assicurazioni Generali SpA plans to take full control of Generali Deutschland AG, the management holding company of Germany's second largest insurer. Generali has agreed to buy a 3 percent stake in the holding company from a group of private investors at an initial price of 105 euros per share, resulting in a total consideration of 171 million euros. This will take its stake in Generali Deutschland AG to 96 percent. Generali announced that it would its right to a "squeeze-out" procedure and acquire the remaining 4 percent of Generali Deutschland AG shares it does not already own.The squeeze-out procedure will see Generali subsidiary, Generali Beteiligungs-GmbH, offering the minority shareholders a cash compensation per share. The minimum will be calculated on the basis of the weighted average market price of Generali Deutschland AG shares over the last three months before the announcement.

24 June 2013

SCA Hygiene Products SE: Registration of the squeeze-out resolution in the commercial register

Ad hoc announcement according to § 15 WpHG

Today, the commercial register maintained by the Munich local court has registered the resolution of SCA Hygiene Products SE's shareholders' meeting of 17 May 2013 on the transfer of the shares of the minority shareholders of SCA Hygiene Products SE to the main shareholder SCA Group Holding B.V., Amsterdam/The Netherlands, against adequate cash compensation of 487.81 EUR per no-par-value share.

With the registration of the transfer resolution in the commercial register the minority shareholders have ceased to be shareholders of SCA Hygiene Products SE, and, by operation of law, their shares were transferred to SCA Group Holding B.V.

The stock exchange listing is expected to be discontinued soon. Details concerning the payment of the fixed cash compensation of 487.81 EUR per no-par-value share will be published by SCA Group Holding B.V. in due time in the federal gazette and in the Wertpapiermitteilungen.

Munich, June 24, 2013

SCA Hygiene Products SE
Management Board

22 June 2013

itelligence AG: Registration of squeeze-out resolution in commercial register

Ad hoc announcement according to § 15 WpHG 

Bielefeld, June 17, 2013 - The resolution of the Annual General Meeting of itelligence AG from May 23, 2013 regarding the transfer of the shares of the minority shareholders of itelligence AG to NTT DATA EUROPE GmbH & Co. KG as main shareholder in accordance with §§ 327a et. seq. AktG was registered with the commercial register of the company today. 

 By entering the transfer resolution in the commercial register, all shares of the minority shareholders have been transferred to NTT DATA EUROPE GmbH & Co. KG. Details about the payout of the established cash compensation amounting to EUR 10.80 for each no-par value bearer share will be announced shortly by NTT DATA EUROPE GmbH & Co. KG. 

It is expected that the listing of itelligence AG shares will soon be suspended. Until then, the stock exchange dealing still taking place will be a trade occurring only with the claims of the minority shareholders for compensation in cash. After registration of the transfer resolution in the commercial register, the itelligence AG shares still recorded in the deposits of minority shareholders evidence merely the claim for compensation in cash. 

Contact
Katrin Schlegel, itelligence AG, Tel: +49 (0) 521 - 91 44 8106; 
Katrin.Schlegel@itelligence.de

15 June 2013

W.E.T. Automotive Systems AG: Squeeze-out-Procedure under German Stock Corporation Law by Gentherm Europe GmbH: Determination of cash compensation and substantiation of the squeeze-out-request

Ad hoc announcement according to § 15 WpHG

Gentherm Europe GmbH (formerly: Amerigon Europe GmbH) with its seat in Augsburg, Germany, as of today notified W.E.T. Automotive Systems Aktiengesellschaft that it has determined the amount of the cash consideration for the transfer of the shares of the remaining shareholders of W.E.T. Automotive Systems Aktiengesellschaft (minority shareholders) to Gentherm Europe GmbH as main shareholder pursuant to Sec. 327a ff. German Stock Corporation Act ('AktG') as follows: 

The consideration in cash shall be EUR 90.05 (in words: ninety euro and five cents) per no-par value bearer share of W.E.T. Automotive Systems Aktiengesellschaft, each with a calculated nominal amount of the registered share capital of EUR 3.00. 

With its letter as of today Gentherm Europe GmbH has confirmed its squeeze-out request pursuant to Sec. 327a para. 1 sentence 1 AktG and, in particular, substantiated its request by notification of the determined cash consideration. Gentherm Europe GmbH holds more than 95 % of the registered share capital of W.E.T. Automotive Systems Aktiengesellschaft and is therefore its main shareholder according to Sec. 327a para. 1 sentence 1 AktG. 

 The transfer resolution shall be voted upon at the next annual general meeting of W.E.T. Automotive Systems Aktiengesellschaft, which currently is scheduled for 28 August 2013.

Odelzhausen, this 12 June 2013 

The Management Board

26 May 2013

Douglas Holding AG: Increase of the squeeze-out-consideration to EUR 38.00

Ad-hoc-notification pursuant to § 15 para. 1 WpHG

Hagen, 24 Mai 2013 - As published by Douglas Holding AG (ISIN DE0006099005) on 15 March 2013 by way of an ad-hoc-announcement, Beauty Holding Two AG (today: Beauty Holding Two GmbH) had informed the company that Beauty Holding Two AG (today: Beauty Holding Two GmbH) had determined that the cash consideration to be paid for the intended exclusion of the minority shareholders pursuant to sec. 327a et seqq. AktG amounts to EUR 37.64 per non-par value bearer share of Douglas Holding AG.

Today, Beauty Holding Two GmbH informed Douglas Holding AG that in light of a decrease of the base rate following the finalisation of the valuation it has decided to increase the cash consideration to EUR 38.00 per non-par value bearer share of Douglas Holding AG and to make a corresponding proposal in the shareholders' meeting taking place on 28 May 2013.

Douglas Holding AG
Kabeler Str. 4
58099 Hagen

16 May 2013

SCA Hygiene Products SE: Increase of squeeze-out cash compensation to 487,81 EUR per share

Ad hoc announcement according to § 15 WpHG

On 26 March 2013, SCA Hygiene Products SE has announced that the main shareholder SCA Group Holding B.V., Amsterdam/The Netherlands has determined the cash compensation for the transfer of the shares of the minority shareholders of SCA Hygiene Products SE to amount to 468.42 EUR per no par-value share.

Today, SCA Group Holding B.V. has informed the management board of SCA Hygiene Products SE that with a view to the decrease of the base interest rate after the completion of the valuation they have decided to increase the determined cash compensation to 487,81 EUR per no par-value bearer share. They will ask in the annual meeting of SCA Hygiene Products SE convened for 17 May 2013 to resolve on the transfer of the shares of the minority shareholders against a cash compensation of 487,81 EUR per no-par value bearer share.

Munich, May 14, 2013

SCA Hygiene Products SE
Management Board

12 May 2013

Dyckerhoff Aktiengesellschaft: Determination of cash compensation for squeeze-out by Buzzi Unicem SpA

Ad hoc announcement according to § 15 WpHG

Wiesbaden, May 10, 2013
 
Today, Buzzi Unicem SpA as principal shareholder of Dyckerhoff Aktiengesellschaft, Wiesbaden, informed the Management Board of Dyckerhoff Aktiengesellschaft that Buzzi Unicem SpA will provide an amount of EUR 47.16 for each common bearer share and EUR 47.16 for each preferred bearer share of Dyckerhoff Aktiengesellschaft as cash compensation for the transfer of the shares of the minority shareholders to Buzzi Unicem SpA in accordance with the squeeze-out procedure under sec. 327a et seqq. German Stock Corporation Act (AktG).

The resolution regarding the squeeze-out shall be adopted at the next general shareholders' meeting of Dyckerhoff Aktiengesellschaft, which is scheduled for July 12, 2013.

Dyckerhoff Aktiengesellschaft
Management Board

05 May 2013

Information concerning the intent of a Group Merger of Rücker Aktiengesellschaft onto ATON Engineering AG and the request of ATON to carry out a procedure to exclude the minority shareholders ('Umwandlungsrechtlicher Squeeze Out')

Ad hoc announcement according to § 15 WpHG

Information concerning the intent of a Group Merger of Rücker Aktiengesellschaft (Rücker) onto ATON Engineering AG (ATON) and the request of ATON to carry out a procedure to exclude the minority shareholders ('Umwandlungsrechtlicher Squeeze Out')

ATON has informed Rücker today of the intent to merge Rücker as transferring entity onto ATON in order to simplify the group structure and proposed to enter in negotiations concerning a merger agreement.

ATON has requested that in connection with the merger the remaining shareholders (minority shareholders) of Rücker in accordance with § 62 subparagraph 5 sentence 1 UmwG in conjunction with §§ 327a ff. AktG (squeeze out merger) should be excluded. A draft of the merger agreement will contain a respective clause.

ATON confirms to own about 90.04% of the share capital of Rücker and to be main shareholder in the meaning of § 62 subparagraph 5 sentence 1 UmwG.

The Executive Board of Rücker plans to enter into negotiations with ATON concerning the conclusion of a merger agreement in which connection it is intended to squeeze out the minority shareholders of ATON.

Wiesbaden, May 3, 2013

The Executive Board

05 April 2013

itelligence AG: Squeeze-out procedure - Determination of adequate cash compensation and further specification of squeeze-out request

Ad hoc announcement according to § 15 WpHG
 
Bielefeld, April 5, 2013 - Today, NTT DATA EUROPE GmbH & Co. KG with its seat in Duesseldorf, informed the Management Board of Itelligence AG that it has set the adequate cash compensation for the transfer of the shares of the minority shareholders of Itelligence AG to NTT DATA EUROPE GmbH & Co. KG as major shareholder in accordance with the procedure pursuant to §§ 327a et seq. AktG (squeeze-out proceeding) to EUR 10.80 per bearer share with no par value of Itelligence AG. Thereby, NTT DATA EUROPE GmbH & Co. KG confirms and specifies its squeeze-out request submitted to the Management Board of Itelligence AG on December 28, 2012 according to § 327a para. 1 AktG.

It is expected that the next ordinary shareholder meeting of Itelligence AG, which is still to be convened and which is currently scheduled to be held on May 23, 2013, will resolve on the squeeze-out.

31 March 2013

SCA Hygiene Products SE: Cash compensation for squeeze-out at SCA Hygiene Products SE determined to amount to 468,42 EUR per share

Ad hoc announcement according to § 15 WpHG

The main shareholder SCA Group Holding B.V., Amsterdam/The Netherlands has determined the cash compensation for the minority shareholders of SCA Hygiene Products SE to amount to 468,42 EUR per no-par share. SCA Group Holding B.V. has informed SCA Hygiene Products SE on this today in its concretized squeeze-out request.

On 21 November 2012, SCA Group Holding B.V. Amsterdam/The Netherlands, which is holding 96.60 % of the share capital of SCA Hygiene Products SE, had already submitted to the management board of SCA Hygiene Products SE a request that the general meeting of the company shall resolve on the transfer of the shares of the other shareholders to SCA Group Holding B.V. against adequate cash compensation pursuant to sections 327a et seq. Stock Corporation Act (Aktiengesetz) (squeeze-out). The relevant general meeting of SCA Hygiene Products SE is planned to take place on 17 May 2013.

Munich, 26 March 2013

SCA Hygiene Products SE
Management Board

Issue 8/2013 of "Spruchverfahren aktuell" (SpruchZ) published

22 March 2013

MAN SE: Preliminary determination of the guaranteed dividend or current annual compensation amount and of the cash compensation under the planned domination and profit and loss transfer agreement (Beherrschungs- und Gewinnabführungsvertrag)

Ad hoc announcement according to § 15 WpHG

As was already announced on 9 January 2013, Volkswagen and MAN SE intend to enter into a domination and profit and loss transfer agreement (Beherrschungs- und Gewinnabführungsvertrag) with MAN SE as the controlled company (beherrschtes Unternehmen und Organgesellschaft) in order to create an integrated commercial vehicles group.

In accordance with the preliminary results of the business valuation effected jointly by KPMG Aktiengesellschaft Wirtschaftsprüfungsgesellschaft (KPMG'), retained by MAN SE, and by PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft ('PWC'), retained by the future controlling company, and on basis of the current interest level, representatives of the Executive Board of MAN SE and of the management of Truck & Bus GmbH, a wholly-owned subsidiary of Volkswagen Aktiengesellschaft, which, as the controlling company, will conclude the domination and profit and loss transfer agreement with MAN SE, agreed today that the domination and profit and loss transfer agreement will presumably provide for a cash compensation offer to the outside shareholders of MAN SE pursuant to Sec. 305 of the German Stock Corporation Act (Aktiengesetz, 'AktG') of EUR 80.89 per common share and of EUR 80.89 per preferred share. This agreement is subject, however, to the finalisation of the business valuation and the decisions of the entire Executive Board of MAN SE and of the entire management of Truck & Bus GmbH as well as to the approvals of the Supervisory Board of MAN SE and of the Supervisory Board of Volkswagen Aktiengesellschaft. In addition, representatives of the Executive Board of MAN SE and of the management of Truck & Bus GmbH have agreed, subject to the above-mentioned provisos, that the domination and profit and loss transfer agreement will presumably provide for a guaranteed dividend or current annual compensation amount pursuant to Sec. 304 AktG in an amount of EUR 3.07 (equalling an amount of EUR 3.30 before deduction of the currently applicable corporate income tax and solidarity surcharge) per common share or preferred share to be paid to the outside holders of common shares or preferred shares, respectively, for each full fiscal year. The audit result of Rölfs RP AG Wirtschaftsprüfungsgesellschaft, the judicially appointed contract auditor, is yet outstanding.

The final amount of the cash compensation to be agreed pursuant to Sec. 305 AktG and of the guaranteed dividend or current annual compensation payment to be agreed pursuant to Sec. 304 AktG will be determined by the entire Executive Board of MAN SE and by the entire management of Truck & Bus GmbH after finalisation of the business valuation effected jointly by KPMG and PWC, and will be audited by Rölfs RP AG Wirtschaftsprüfungsgesellschaft, the judicially appointed contract auditor. In order to be effective, the domination and profit and loss transfer agreement has to be approved by the corporate bodies as specified above, by the General Meeting of MAN SE, which is scheduled for 6 June 2013, and by the shareholders' meeting of Truck & Bus GmbH, and has to be registered with the commercial register of MAN SE.

Munich, 21 March 2013

MAN SE
The Executive Board

15 March 2013

Douglas Holding AG: Squeeze-out-request concretised and cash consideration determined

Ad-hoc-notification pursuant to § 15 para. 1 WpHG

Hagen, 15 March 2013 - Beauty Holding Two AG with its seat in Frankfurt am Main as legal successor of Beauty Holding Three AG today informed Douglas Holding AG (ISIN DE0006099005) that it has determined that the cash consideration to be paid for the transfer of the shares of the minority shareholders to Beauty Holding Two AG as main shareholder pursuant to sec. 327a et seqq. AktG amounts to EUR 37.64 per non-par value bearer share of Douglas Holding AG. Beauty Holding Two AG thereby confirmed and concretised the request pursuant to sec. 327a para. 1 sentence 1 AktG submitted to Douglas Holding AG on 15 January 2013.

The transfer resolution shall be passed at the next annual general meeting of Douglas Holding AG which will probably take place on 28 May 2013 in Hagen.

Douglas Holding AG
Kabeler Str. 4
58099 Hagen

Stock Exchanges: Regulated Market in Frankfurt a.M. (Prime Standard), Düsseldorf, Berlin and Hamburg; Open Market (Freiverkehr) in Hannover, München and Stuttgart

Issue 7/2013 of "Spruchverfahren aktuell" (SpruchZ) published

11 February 2013

Dyckerhoff Aktiengesellschaft: Initiation of squeeze-out procedure

Ad hoc announcement according to § 15 WpHG.
Wiesbaden, February 8, 2013
 
Today, Buzzi Unicem SpA submitted to the Management Board of Dyckerhoff Aktiengesellschaft, Wiesbaden, the request according to Section 327a para. 1 sent. 1 German Stock Corporation Act (Aktiengesetz - AktG) for a resolution to be adopted at a shareholders' meeting of Dyckerhoff Aktiengesellschaft to transfer the shares held by the remaining shareholders (minority shareholders) of Dyckerhoff Aktiengesellschaft to Buzzi Unicem SpA (principal shareholder) in return for an adequate cash compensation (so called squeeze-out).
 
Buzzi Unicem SpA directly and indirectly, due to the attribution of shares according to Section 327a para. 2, Section 16 para. 4 AktG, holds a total interest of 96.64 percent of the share capital of Dyckerhoff Aktiengesellschaft and therefore is principal shareholder of Dyckerhoff Aktiengesellschaft within the meaning of Section 327a para. 1 sent. 1 AktG.
The resolution regarding the squeeze-out of the other shareholders (minority shareholders) shall be adopted at the next general shareholders' meeting of Dyckerhoff Aktiengesellschaft. The previously scheduled date (May 7, 2013) for the general shareholders' meeting will probably be postponed to July 2013. The exact date of the general shareholders' meeting will be announced on the company's website shortly.
 
Dyckerhoff Aktiengesellschaft
Management Board

15 January 2013

Squeeze-out initiated for DOUGLAS HOLDING AG

Frankfurt am Main, 15 January 2013 - Beauty Holding Three AG, a holding company indirectly held in part by funds advised by Advent International and in part by the Kreke family, today initiated a squeeze-out of minorityshareholders against payment of a cash compensation in order to acquire all shares in DOUGLAS HOLDING AG.

At over 95 percent, the size of Beauty Holding Three AG´s shareholding in DOUGLAS HOLDING AG facilitates a squeeze-out of the minority shareholders and hence a de-listing of DOUGLAS HOLDING AG. To this end, DOUGLAS HOLDING AG has been notified of Beauty Holding Three AG´s request for a resolution to be passed at the next general meeting, under which all shares held by minority shareholders are to be transferred by way of a squeeze-out to Beauty Holding Three AG as majority shareholder. The size of the cash compensation will be determined at a later date. The next general meeting of DOUGLAS HOLDING AG is due to be held in May 2013.

Beauty Holding Three AG had published a voluntary public tender offer on October 31, 2012; the tender offer was accepted by a large number of shareholders. In total, Beauty Holding Three AG now holds 96.17 percent of shares in DOUGLAS HOLDING AG. As the 95 percent threshold has been passed, all shareholders who have so far not accepted the tender offer during the acceptance period or the additional acceptance period can tender their shares for the price of EUR 38 per share in cash during a further tender period ending at midnight CET on March 20, 2013.

Ranjan Sen, General Manager of Advent International GmbH in Frankfurt: ´The high acceptance rate of over 95 percent makes the squeeze-out the logical next step for the partnership with DOUGLAS HOLDING and the Kreke family. Under the new, stable ownership structure, DOUGLAS Group will benefit from the de-listing and a significant reduction in regulatory requirements.´

Further information on the public tender offer may be accessed on www.douglas-offer.com.

About DOUGLAS HOLDING AG
With annual sales of more than EUR 3 billion, the DOUGLAS Group ranks amongst the leading European retailers. As a company listed in the MDAX the DOUGLAS Group represents ´Excellence in Retailing´ - with outstanding service, top quality products, an experiential store ambiance, and the friendliest employees in the business. The Group´s five retail divisions - Douglas perfumeries, Thalia bookstores, Christ jewelry stores, AppelrathCüpper fashion stores, and Hussel confectioneries - are among the market leaders and trendsetters in their respective sectors. The more than 24,000 employees provide a high level of service in the 1,900 specialty stores. In its state-of-the-art online shops the DOUGLAS Group also offers its outstanding service on the Internet.
For further information please go to www.douglas-holding.com.

About Advent International
Founded in 1984, Advent International is one of the world´s leading global buyout firms, with offices in 16 countries on four continents. Advent International is advised on investments in Germany by Advent International GmbH, Frankfurt. A driving force in international private equity for more than 28 years, Advent International has built an unparalleled global platform of over 170 investment professionals across Western and Central Europe, North America, Latin America and Asia. The firm focuses on international buyouts, strategic repositioning opportunities and growth buyouts in five core sectors, working actively with management teams to drive revenue growth and earnings improvements in portfolio companies. Since inception, Advent International has raised EUR 28 billion (USD 37 billion) in private equity capital and, through its buyout programmes, has completed 279 transactions in 35 countries.
For further information please go to www.adventinternational.com.

Important legal information / Disclaimer
This announcement is neither an offer to purchase nor an invitation to submit for sale the shares of DOUGLAS HOLDING AG. The terms and conditions of the takeover offer as well as other provisions pertaining to the takeover offer are solely governed by the offer document which is published in the internet under http://www.douglas-offer.com. (...)