27 January 2020

Commerzbank subsidiary pays EUR 15.15 per comdirect share to Petrus Advisers to enable merger squeeze-out

by Attorney-at-law Martin Arendts, M.B.L.-HSG

As can be seen from a publication by comdirect in the Official Journal (Bundesanzeiger) on 24 January 2020, Commerzbank Inlandsbanken Holding AG, a subsidiary of Commerzbank, has paid EUR 15.15 per comdirect share to Petrus Advisers Ltd., significantly more than the EUR 11.44 in the previously failed takeover bid. In addition to the purchase price, Commerzbank has to pay for the reimbursement of costs and a processing fee (each 0.75% of the total purchase price). The purchase price is also significantly higher than the last traded market prices in the range EUR 12 to EUR 14.

Mr. Till Hufnagel, mentioned in the publication under I. as a plaintiff, has been a partner and "Head of Activism" at Petrus Advisers since 2015 (press release dated 21 September 2015).

Only by buying the comdirect shares from Petrus Advisers did the Commerzbank subsidiary get the 90% required for a merger law squeeze-out, see: https://spruchverfahren.blogspot.com/2020/01/commerzbank-inlandsbanken-holding-gmbh.html A total of 11,274,808 comdirect shares were sold in two tranches. Including reimbursement of costs and processing fee, this corresponds to an amount of more than EUR 173.3755 million.

It remains to be seen how much the remaining comdirect minority shareholders will be offered in the upcoming squeeze-out.

In the event of a direct merger of comdirect with Commerzbank, discussed as "Plan B", both banks would have had to be valued and an exchange ratio established, see: https://spruchverfahren.blogspot.com/2019/12/die-commerzbank-scheitert-wie-erwartet.html  The significantly faster, cheaper and easier way made possible by the purchase was obviously worth a lot for Commerzbank.

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