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.

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%.

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.

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

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%.