19 September 2016

IKB Deutsche Industriebank AG: Lone Star informed IKB about intention to pursue a squeeze-out of minority shareholders

LSF6 Europe Financial Holdings, L. P., Dallas, USA, ("LSF6"), a subsidiary of Lone Star, notified the following to IKB Deutsche Industriebank AG ("IKB"):

"After the settlement of its voluntary public offer of 8 August 2016, LSF6 will possess more than 95% of the IKB shares and share capital. The settlement of the offer is expected not later as on 14 September 2016. After the settlement of the offer, as the principal shareholder of IKB, LSF6 has decided to carry out the process of elimination in accordance with §§ 327a et seq. German Stock Companies Act (Aktiengesetz - AktG). Therefore, LSF6 will make a request in accordance with § 327a AktG so as to convene an extraordinary shareholders´ meeting of IKB, which will decide on the transfer of shares of minority shareholders to LSF6, for a cash compensation of an adequate amount."

Offer to the shareholders of Colonia Real Estate AG for the acquisition of shares for cash compensation in connection with domination agreement

According to a press announcement of the company, the listing of Colonia Real Estate AG (hereinafter “Colonia”) shares in the Entry Standard is expected to end on 28 October 2016. The board of Colonia, part of TAG Immobilien AG group, and the management of TAG Beteiligungs- und Verwaltungs GmbH (hereinafter “TAG BI”), a subsidiary of TAG Immobilien AG, have concluded, in July 2016, a domination and profit transfer agreement with TAG BI as controlling entity and Colonia as controlled entity. The agreement has become effective upon its entry in the commercial register of Colonia at the Local Court of Hamburg on 13 September 2016. According to the agreement, TAG BI submits an offer to the minority shareholders of Colonia to purchase the shares for a cash compensation of EUR 7.19 per share by 14 November 2016. Alternatively, shareholders who do not accept this tender offer and remain shareholders, will be compensated in the form of an annual guaranteed dividend (Ausgleichszahlung) of EUR 0.20 (net compensatory amount) per share.

However, the adequacy of the settlement and compensation will be examined in judicial review proceedings (Spruchverfahren). In that regard, the tender offer can be accepted not only until 14 November 2016 (as mentioned in the press release), but also long afterwards until the conclusion of this probably several years lasting judicial review proceeding.

The shareholders of Colonia, who wish to accept the offer, are requested to instruct their custodian bank to perform the necessary actions. 

At the same time, Colonia has announced termination of the integration of Colonia shares in the trading segment "Entry Standard" of the Regulated Market ("Open Market") of the Frankfurt Stock Exchange to be expected with effect from 28 October 2016. According to the press release, the delisting of the Colonia shares means that after 28 October 2016 there will be no current price determination of Colonia shares anymore and the trading of shares for this reason, will be only at a limited extent. However, we expect that Colonia shares can still be traded, although not on the Regulated Market. On the long run, TAG Immobilien AG might also consider a squeeze-out of the remaining miniority shareholders or a merger. 

17 September 2016

New LinkedIn group "Shareholders in Germany"

Judicial review proceedings regarding the squeeze-out at AXA Konzern AG: judicial expert concludes to a significantly higher value of ordinary and preference shares

In the judicial review proceedings regarding the squeeze-out in AXA Konzern AG, the extensive expert's report by NPP Niethammer, Posewang & Partner GmbH, which was commissioned by the court, has been made available by the District Court of Cologne (Landgericht Köln). NPP concludes to a significantly higher value of the shares, both ordinary and preference ones, than the offered amount by the main shareholder, i.e. EUR 134.54 per ordinary and preference share (after a court settlement raised to EUR 144.69 per ordinary share and EUR 146.24 per preference share). According to NPP's calculations, the appropriate compensation is considered to be EUR 237.74 and EUR 238.77 respectively. If the court follows this expert opinion, the initially proposed amount would be increased by 76.71% per ordinary share and by 77.47% per preference share.

KWG Kommunale Wohnen AG: Proposal to change legal form into a limited company (GmbH) - In case of objection, pay-off set at EUR 11,08

The most important topic on the agenda of the upcoming AGM of KWG Kommunale Wohnen AG is the change of its legal form in a German limited company (GmbH). This also means the end of its listing on the stock exchange. Minority shareholders, whose objection is recorded by the presiding notary public, will receive a pay-off (cash amount of EUR 11,08 per KWG share, according to §§ 207 a.f. "Umwandlungsgesetz" - Corporate Transformation Act). The adequacy of this cash compensation will be reviewed in the relevant judicial review proceedings (Spruchverfahren).

02 September 2016

elexis AG: Squeeze-out of minority shareholders

Clearstream Banking1 hereby informs customers that effective

25 August 2016

a squeeze-out of minority shareholders in elexis AG registered shares (DE000A14KD80) will take place.

The following schedule applies:

Squeeze-out on ex-date 25 August 2016

Starting 22 August 2016, no re-registration/registration instructions or shareholder data changes will be forwarded from CASCADE-RS to the shareholder register.

Clearstream Banking will perform the closing out automatically. Holdings will be transferred in standard processing on 24 August 2016. Securities will be transferred in standard processing with value date 25 August 2016.

On 25 August 2016, compensation plus interest will be paid to the squeezed-out shareholders on the holdings recorded in the books as of 24 August 2016 in the evening.

OTC transactions

The banks are to ensure that all OTC transactions are processed at the latest on 24 August 2016in the second SDS.

After the second SDS on 24 August 2016, the banks must delete outstanding OTC transactions manually by 19:00 on the same day. Deletion is not automatic.
Additional information will be published in WSS-CBF.

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1. This Announcement is published by Clearstream Banking AG (CBF), registered office at Mergenthalerallee 61, 65760 Eschborn, Germany, registered with the Commercial Register of the District Court in Frankfurt am Main, Germany, under number HRB 7500.

Lone Star affiliate secures a total of approximately 91.4% ISARIA Wohnbau AG shares at the end of the acceptance period of the offer

Press Release

Frankfurt am Main, August 30, 2016. LSREF4 ARIA Beteiligungs GmbH & Co. KG (the “Bidder”), an affiliate of Lone Star Real Estate Fund IV (U.S.), L.P. and Lone Star Real Estate Fund IV (Bermuda), L.P., hereby announces the final acceptance ratio at the end of the regular acceptance period with regard to its voluntary public takeover offer and compensation offer (together the “Offer”) to the shareholders of ISARIA Wohnbau AG (hereinafter “ISARIA”). Together with shares previously held or acquired outside of the Offer during the acceptance period and new shares acquired in ISARIA’s recent rights offering, the Bidder secured a total of approximately 91.4% of the outstanding shares in ISARIA. Additional ISARIA shares, which are subject to irrevocable tender commitments, are expected to be tendered prior to the end of the additional acceptance period at the latest.

Lone Star said: “We are very pleased with the great result and the acceptance of the offer by the ISARIA shareholders.” As set out in the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)), ISARIA shareholders who have not yet accepted the Offer may still tender their shares in return for a cash payment of EUR 4.50 during the statutory additional acceptance period that will start at 0:00 a.m. (CET) on August 31, 2016 and end at midnight (CET) on September 13, 2016.

The settlement date for all tendered shares is expected to occur on September 20, 2016.

About Lone Star: Lone Star Funds (“Lone Star”) is a leading private equity firm that invests globally in real estate, equity, credit and other financial assets. Since the establishment of its first fund in 1995, Lone Star has organized sixteen private equity funds (the “Funds”) with aggregate capital commitments totaling over $65 billion. The Funds are structured as closed-end, private-equity limited partnerships, the limited partners of which include corporate and public pension funds, sovereign wealth funds, university endowments, foundations, fund of funds and high net worth individuals. The Funds are advised by Lone Star Global Acquisitions, Ltd. (“LSGA”), an investment adviser registered with the U.S. Securities and Exchange Commission. LSGA and its global subsidiaries advise the Funds from offices in North America, Western Europe and East Asia.