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.