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).

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

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)

06/23/17

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.

DVB Bank SE says squeeze-out cash compensation fixed at 22.60 EUR/share

The cash compensation for DVB Bank SE shares for the squeeze-out of minority shareholders has been fixed at EUR 22.60 per share. The adequacy of this amount will be reviewed in court proceedings (Spruchverfahren).

20 April 2017

Upcoming judicial review proceedings (Germany and Austria)

The specialized law firm ARENDTS ANWÄLTE will represent minority shareholders in following proceedings:
  • Ariston Real Estate AG: squeeze-out
  • BDI - BioEnergy International AG: squeeze-out
  • Bremer Straßenbahn AG: squeeze-out announced
  • BWT AG: squeeze-out
  • CHORUS Clean Energy AG: squeeze-out announced
  • DATA MODUL Aktiengesellschaft Produktion und Vertrieb von elektronischen Systemen: domination agreement
  • Diebold Nixdorf Aktiengesellschaft (formerly: Wincor Nixdorf Aktiengesellschaft): domination agreement
  • DVB Bank SE: squeeze-out
  • GfK SE: squeeze-out
  • IKB Deutsche Industriebank AG: squeeze-out
  • KÖLN-DÜSSELDORFER Deutsche Rheinschiffahrt AG: squeeze-out
  • Kontron AG: merger with S&T Deutschland Holding AG
  • mediantis AG (formerly: buecher.de AG): squeeze-out
  • MWG-Biotech AG: squeeze-out
  • Pelikan Aktiengesellschaft: squeeze-out
  • primion Technology AG: squeeze-out
  • Raiffeisen Bank International AG: merger with Raiffeisen Zentralbank Österreich AG
  • Schlumberger Aktiengesellschaft: squeeze-out
  • STRABAG AG: squeeze-out
  • WESTGRUND Aktiengesellschaft: squeeze-out

New LinkedIn group "Shareholders in Germany"

12 April 2017

Data Modul: Arrow intends to enter into domination and profit transfer agreement

- Arrow Central Europe Holding Munich GmbH ('Arrow') intends to enter into a domination and profit transfer agreement

- Arrow has notified Data Modul AG that Arrow holds, as per today, 69.2% of registered share capital of Data Modul AG

http://spruchverfahren.blogspot.de/2017/04/data-modul-aktiengesellschaft.html

28 March 2017

Statement by AURELIUS Equity Opportunities SE & Co. KGaA on the short attack by Gotham City and outlook on the development of the business

- Allegations of short-seller Gotham unfounded and distorting reality

- Share buy-back stepped-up: EUR 50m immediately, additionally EUR 160m as of June 21, 2017

A. Executive summary


1. The report published today by Gotham City primarily consists of the manipulation of facts known and already published by AURELIUS, which have been presented intentionally in a misleading fashion and with false claims, presumptions and assertions to deliberately distort the situation in order to cause damage for the shareholders of AURELIUS in its own economic interest (short position).

2. The conclusions drawn by Gotham City Research are substantially incorrect. At no time has Gotham City Research attempted to make contact with AURELIUS, let alone held a telephone conversation or personal conversation with AURELIUS.

3. Gotham City Research claims to hold a significant short position in AURELIUS. Gotham City Research therefore has a fundamental interest in damaging the reputation of AURELIUS by making false assertions and drawing incorrect conclusions in order to manipulate AURELIUS's share price and make significant speculative gains to the detriment of our shareholders when prices fall substantially.

B. Corrective statement

Below, we correct the main incorrect claims made by Gotham City Research:

Re Arques
It is true that Dirk Markus worked for Arques until of the end of 2004. He has been responsible for the operational turnaround of portfolio companies. The disappointing development of Arques that started in 2008 is due to bad deals done in 2006 and 2007 rather than the business model in general. Achieving negative goodwill upon the acquisition of companies is an intrinsic component of the business model and AURELIUS has always been very transparent in disclosing and explaining it.

Re Contingent liabilities
Contingent liabilities are not overstated. Guarantees given to buyers of businesses are part of normal M&A transactions and materialize only in exceptional cases. The example of Wellman cited in the report demonstrates this well. The presumed "risk" at Wellman mentioned in the report never materialized and the last guarantee tranche expired in Nov 2016.

Re Insolvencies
AURELIUS has since 2006 acquired almost 80 companies all of which were in a special situation. While AURELIUS was able to restructure most of them in some cases insolvencies could not be avoided, especially when insolvency regime tools such as ESUG (in Germany) and pre-pack (in the UK) were used to actively safe a company.

Re Net Asset Value
NAV is a model and as such always subject to assumptions. With regard to most of the exits we had since publishing the NAV the purchase price was always close to NAV. Discount factors used are published quarterly and influenced by interest rate changes. As such it is not surprising that they are lower today then a few years ago.

Re Auditor
AURELIUS has been audited by Warth & Klein Grant Thornton since 2010. While not a member of the big four, Grant Thornton is among the top ten auditing companies in the world with a well reputed network and presence in 130 countries.

Re Why not an unqualified audit?

For more than ten years, the audit has led to no reservations; the audit opinion has only been qualified with regard to the disclosure of individual purchase prices paid in acquisitions under IFRS 3 and 8. We strongly believe that disclosing purchases prices would have a negative competitive impact in comparison to non-listed competitors and therefore have never done so.

Re Is Dirk Markus CEO and CFO in one person?
Dirk Markus is CEO of AURELIUS and lives in London because he is in charge of the international portfolio of Aurelius as well as Investor Relations. Steffen Schiefer is CFO of AURELIUS and has been so successfully since 2012.

Re Litigation
Litigation is part of normal live in a corporation in our size and in restructuring situations can sometimes be contentious. However the number of lawsuits is in line with a company of our size, total cash out for lawsuits over the last ten years has been a single-digit million EUR-amount and AURELIUS does not expect this to change materially in the future.

Over the coming days, we will issue a more comprehensive rebuttal of the allegations.
Further, the company is evaluating possible damage claims with regard to a liability for unlawful acts, the notification of BaFin and the filing of a criminal complaint against the responsible individuals with the hedge funds Gotham City for market manipulation.

Share buy-back stepped-up: EUR 50m immediately, additionally EUR 160m as of June 21, 2017

AURELIUS will immediately set-up another share buy-back program in the amount of EUR 50m and will cancel the shares already bought by the company during the current buy-back programme. In addition, the company will propose to the Annual General Meeting on June 21, 2017 to authorize the acquisition of up to 10% of the Company's share capital, equaling approximately EUR 160m based on the current share price.

Positive Outlook

AURELIUS sees a strong exit pipeline and interest in its subsidiaries. AURELIUS expects to successfully exit two to three sizeable companies over the next few months.

With the acquisition of Office Depot and WEX, AURELIUS had a good start to fiscal year 2017. Group revenues and total group EBITDA are expected to increase further.

AURELIUS will continue to position itself as preferred partner in complex pan-European corporate spin-offs. AURELIUS expects a minimum of 6 acquisitions in 2017.

AURELIUS will continue a sustainable dividend policy and share buy-back program.

Conference Call on full-year results on May 29, 2017

AURELIUS Equity Opportunities SE & Co. KGaA will publish its full-year results 2016 on March 29, 2017 at around 11am CET. A telephone conference with the AURELIUS Executive Board will be held at 2pm CET on Wednesday, March 29, 2017 in English for interested investors and journalists. Please send an email to investor@aureliusinvest.de to register.

March 28, 2017

18 January 2017

msg life ag: Purchase offer to msg life shareholders announced by major shareholder, delisting of msg life shares planned

(Leinfelden-Echterdingen, 16 January 2017) - The main shareholder of msg life ag, msg systems AG, which currently holds ca. 49.09% of the shares in msg life ag, notified the Executive Board of msg life ag today that it intends to make a voluntary public purchase offer for all the shares in msg life ag. Shareholders are to be offered the minimum price provided for by law.

After publication of the offer, msg life intends to delist the shares in msg life ag in due course by applying to the Frankfurt Stock Exchange for authorisation to trade the shares on the regulated market to be revoked. There is no intention to list the msg life shares on any other regulated market or on another trading platform.

Having consulted with the Supervisory Board the Executive Board of msg life ag welcomes the planned procedure.

Issued by: msg life ag