13 May 2020

Merger squeeze-out at innogy SE is delayed by actions for rescission

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

The extraordinary general meeting of the energy company innogy SE on March 4, 2020, had approved the merger squeeze-out demanded by the main shareholder Eon, see: https://spruchverfahren.blogspot.com/2020/03/auerordentliche-hauptversammlung-der.html. However, the entry of the squeeze-out resolution in the commercial register, required for the exclusion of minority shareholders to take effect, is delayed. Obviously, actions for rescission have been filed by minority shareholders. According to the Eon CEO, Johannes Teyssen, an release procedure has been initiated in order to achieve registration. According to Teyssen, Eon is expecting an entry "no later than September". In an release procedure according to section 246a German Stock Corporation Act, the court can order the registration of a faulty decision.

In March 2018, the energy groups Eon and RWE agreed to divide the then RWE subsidiary innogy among themselves. In the future, Eon wants to concentrate entirely on the operation of electricity and gas networks and business with customers. In return, RWE receives the renewable energies division from innogy and Eon and wants to become one of the world's leading producers of green electricity.

The compensation payment now offered by Eon for the squeeze-out in the amount of EUR 42.82 per innogy share will be subject to an appraisal procedure.

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