Information on rights of shareholders and shareholders compensation claims ("squeeze-out", mergers, control agreements, delisting of shares etc.), appraisal arbitrage litigation
14 December 2021
RIB Software SE: Squeeze-out of minority shareholders registered with the commercial register
Stuttgart, December 14, 2021: RIB Software SE (the "Company") announces the registration in the commercial register on December 14, 2021 of the resolution by the Company's extraordinary shareholders' meeting of November 3, 2021 to the effect that, in accordance with secs. 327a et seq. German Stock Corporation Act (AktG), the Company's shares held by other shareholders (minority shareholders) are transferred to Schneider Electric Investment AG, Düsseldorf, (majority shareholder) against payment of an adequate cash consideration in the amount of 41.72 Euro for each registered share with nominal value in the Company.
Upon registration of the transfer resolution with the commercial register, all shares held by minority shareholders are transferred to the majority shareholder by act of law.
The stock exchange listing of the shares in RIB Software SE is expected to be terminated in the nearby future. Further details regarding the payment procedure for the cash consideration will be provided in the context of a forthcoming announcement by Schneider Electric Investment AG in the German Federal Gazette (Bundesanzeiger).
02 December 2021
KUKA Aktiengesellschaft: Midea submits formal request for transfer of the shares of the minority shareholders of KUKA AG (Squeeze-Out)
Midea Group Co., Ltd. holds, indirectly through its subsidiaries Guangdong Midea Electric Co., Ltd., Midea Electric Netherlands (I) B.V., and Midea Electric Netherlands (II) B.V., more than 95 percent of the shares in KUKA Aktiengesellschaft ("KUKA"). Guangdong Midea Electric Co., Ltd. ("Midea") is therefore the controlling shareholder within the meaning of section 327a para. 1 sentence 1 German Stock Corporation Act (Aktiengesetz - AktG). By letter of today, and pursuant to section 327a para. 1 sentence 1 German Stock Corporation Act, Midea formally requested KUKA's general meeting to pass a resolution to transfer the shares of all remaining shareholders (minority shareholders) to Guangdong Midea Electric Co., Ltd. against payment of an appropriate cash compensation (so-called Squeeze-Out).
In addition, Midea commits to support KUKA in pursuing its joint long-term growth plan and, in particular, that at least until end of 2025, KUKA's production site as well as its leading R&D center shall remain in Augsburg, with the annual R&D budget being increased by at least 15% by 2025 compared to 2021. In addition, Midea reconfirmed that all terms and conditions of the Investment Agreement dated 28 June 2016, and the Ringfencing Agreement dated 6 October 2016, are respected and honored for the remaining term of the agreements. The joint growth plan is also based on KUKA's expectations (based on preliminary results) for KUKA Group for the fiscal year 2021 of a turnover of approximately EUR 3.1 bn. (2020: EUR 2.6 bn.), and an EBIT of approximately EUR 60 Mio. (2020: EUR - 113 Mio.).
Given that Midea fully supports KUKA's plan for long-term growth, and based on a comprehensive assessment of Midea's commitments, the Management Board and the Supervisory Board, have decided that a public listing is no longer required for KUKA, because KUKA already ceased to obtain refinancing through the capital market following the takeover by Midea in 2016. The resolution to transfer the shares of the minority shareholders is to be adopted at the next Annual General Meeting of KUKA. Due to the Squeeze-Out request, the Annual General Meeting shall be scheduled in May 2022.
Augsburg, November 23, 2021
KUKA Aktiengesellschaft
The Management Board
13 November 2021
HumanOptics AG: Merger Squeeze-out registered
Today, the transfer resolution has been registered with the commercial register of HO at the local court of Fürth under HRB 7714 pursuant to Section 62 para. 5 sentence 7 UmwG with the remark that this resolution shall only become effective simultaneously with the registration of the merger in the commercial register of the acquiring company. The merger was also registered today with the commercial register of HOH at the local court of Fürth under HRB 18844. With the registration of the transfer resolution with the commercial register of HO and the registration of the merger with the commercial register of HOH, all shares held by the minority shareholders of HO were transferred to the ownership (Eigentum) of HOH by law. At the same time, the merger has become effective.
The listing of the shares of HO is expected to end shortly.
For the settlement of the cash compensation, please refer to the notification that HOH will soon publish in the German Federal Gazette (Bundesanzeiger).
HumanOptics Holding AG
08 November 2021
Aroundtown decides on launch of public delisting tender offer to shareholders of TLG IMMOBILIEN AG
October 20, 2021
Aroundtown SA (“Aroundtown” or the “Company”) has decided today to offer to shareholders of TLG IMMOBILIEN AG (“TLG”) to purchase all no-par value bearer shares of TLG (the “TLG Shares”) by way of a public delisting tender offer (the “Offer”). Under the Offer, the Company will offer EUR 31.67 in cash as consideration for each TLG Share tendered for acceptance, subject to determination of the minimum price and the final determination in the corresponding offer document. As a public delisting tender offer, the Offer will not be subject to any closing conditions, and will, in particular, not include a minimum acceptance threshold. The Offer is designed to satisfy the criteria for a revocation of the TLG Shares’ admission to trading on the Regulated Market of the Frankfurt Stock Exchange.
To this end, Aroundtown has entered into a delisting agreement with TLG. The delisting agreement provides that TLG will support the Offer and will file an application for the revocation of the admission to trading of the TLG Shares on the Regulated Market of the Frankfurt Stock Exchange prior to expiry of the acceptance period.
The offer consideration in cash corresponds to the highest consideration paid by Aroundtown for the acquisition of TLG Shares within the last six months and therefore exceeds the domestic volume-weighted average stock exchange price of TLG Shares during the last six months prior to the announcement of the Offer (the “Six-Months VWAP”), calculated on the basis of publicly available information. Should the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”) notify Aroundtown of a higher statutory minimum price as a result of its determination of the Six-Months VWAP, the price under the Offer will amount to the Six-Months VWAP determined by BaFin as the statutory minimum price.
Due to non-tender agreements entered or expected to be entered into, the Company assumes that approx. 21,172,173 TLG Shares will not be acquired under the Offer.
The proposed Offer as well as its final terms, conditions and further provisions will be set out in the offer document which Aroundtown will publish following BaFin’s approval. Once BaFin has approved publication, the offer document will be published in accordance with the German Securities Acquisition and Takeover Act and the acceptance period for the offer will begin. Aroundtown expects the acceptance period to run from the beginning of November to the beginning of December 2021. Once available, the offer document and all other information in connection with the proposed Offer will be published on Aroundtown’s homepage under https://www.aroundtown.de/investor-relations/equity/delisting-offer-tlg-immobilien-ag/.Aroundtown decides on launch of public delisting tender offer to the shareholders of TLG IMMOBILIEN AG
Grand Duchy of Luxembourg, October 20, 2021 – Today, the Board of Directors of Aroundtown SA (“Aroundtown” or “AT”), with its registered office in Luxembourg (City), Luxembourg, decided to submit a public delisting tender offer (the “Delisting Offer”) pursuant to Section 39 para. 2 sent. 3 no. 1 German Stock Exchange Act (Börsengesetz) in the form of a cash offer to the shareholders of TLG IMMOBILIEN AG (“TLG”), with its registered office in Berlin, Germany, to acquire all no-par value bearer shares in TLG, each with a notional interest in the share capital of EUR 1.00 (ISIN DE000A12B8Z4) (the “TLG Shares”) not already held by AT.
06 November 2021
WESTGRUND Aktiengesellschaft: Resolution on the transfer of shares are registered with the commercial register
The resolution of the extraordinary general meeting of WESTGRUND Aktiengesellschaft ("WESTGRUND") held on June 9, 2021 regarding the transfer of the shares of the minority shareholders of WESTGRUND to ADLER Real Estate Aktiengesellschaft ("ADLER") as the majority shareholder for an appropriate cash compensation in the amount of EUR 13.24 per no-par-value bearer WESTGRUND share was registered with the commercial register of the local court in Charlottenburg on 3 November 2021 and announced today.
Upon registration of resolution on the transfer with the commercial register, all shares held by minority shareholders of WESTGRUND are transferred by law to ADLER.
The listing of the WESTGRUND shares will be discontinued shortly.
The details of the payment of the cash compensation will be disclosed separately in the German Federal Gazette (Bundesanzeiger) in a timely manner.
Upcoming appraisal proceedings in Germany
ARENDTS ANWÄLTE will represent minority shareholders in following proceedings:
- ADLER Real Estate AG: DA (with ADO Group S.A, formerly ADO Properties S.A., as dominating party) or squeeze-out
- ADVA Optical Networking SE: business combination agreement
- AKASOL AG: merger squeeze-out
- Allgemeine Gold- und Silberscheideanstalt Aktiengesellschaft (Agosi): merger squeeze-out in favor of Umicore
- Aves One AG: DA
- Biotest AG: takeove offer
- Deutsche Industrie REIT-AG: delisting offer
- Deutsche Wohnen AG: takeover offer
- ERLUS Aktiengesellschaft: squeeze-out (end-date for applications 8 November 2021)
- HELLA GmbH & Co. KGaA
- HumanOptics AG: merger squeeze-out
- i:FAO Aktiengesellschaft: merger squeeze-out
- ISRA VISION PARSYTEC AG: squeeze-out
- KUKA AG
- MAN SE: merger squeeze-ou
- MyHammer Holding AG: merger or squeeze-out
- Nymphenburg Immobilien Aktiengesellschaft: merger squeeze-out
- Odeon Film AG: merger squeeze-out
- RIB Software SE: squeeze-out
- Sachsenmilch Aktiengesellschaft: squeeze-out
- SAINT-GOBAIN ISOVER G+H Aktiengesellschaft: squeeze-out
- Schaltbau Holding AG: DPLTA
- Sport1 Medien AG (formerly: Constantin Medien AG): squeeze-out
- Tele Columbus AG
- VTG AG: squeeze-out
- WESTGRUND Aktiengesellschaft: squeeze-out
27 October 2021
Deutsche Industrie REIT-AG: CTP N.V. announces delisting offer with voluntary share consideration
Publication of inside information pursuant to Article 17 of Regulation (EU) No 596/2014
- CTP N.V. announces delisting offer with voluntary share consideration
Potsdam, 26 October 2021. Deutsche Industrie REIT-AG ("DIR") and CTP N.V. ("CTP") have today signed an agreement in principle on the combination of both companies (Business Combination Agreement). In this context, CTP has announced its intention to make a voluntary public takeover offer to the shareholders of DIR for all outstanding shares of DIR ("DIR Shares") pursuant to the provisions of the Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), which at the same time fulfils the requirements of a delisting offer pursuant to the Stock Exchange Act (Börsengesetz) ("Offer"). Subject to the determination of the minimum price by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the final terms set out in the offer document to be published, CTP intends to offer a cash consideration in the amount of €17.12 per DIR Share. As voluntary alternative consideration available at the discretion of each accepting shareholder, CTP intends to offer five new shares in CTP ("Offer Shares") in exchange for four DIR Shares (equivalent to 1.25 shares in CTP for each DIR Share tendered) ("Share Consideration"). The Offer Shares will be issued with the same dividend rights as the currently issued shares of CTP and are to be created through a capital increase utilizing authorized capital of CTP. The shares of CTP are listed on Euronext Amsterdam, a regulated market of Euronext Amsterdam N.V. (ISIN: NL00150006R6), where the Offer Shares will be admitted to trading as well. The Offer will simultaneously fulfil the requirements of a delisting offer under the provisions of the Stock Exchange Act, which is necessary for the revocation of the admission of the DIR Shares to trading on the regulated market of the Berlin Stock Exchange and the Frankfurt Stock Exchange (Prime Standard) ("Delisting"). The Offer will therefore not be subject to any closing conditions.
The Share Consideration under the Offer corresponds – based on the closing prices of CTP and DIR as of 25 October 2021 - to a notional equivalent of €24.94 per DIR Share, representing a premium of approximately 48.0%. Based on the volume-weighted average price of the DIR Share during the last three months (3-month VWAP) and during the last six months (6-month VWAP), the premium of the Share Consideration under the Offer amounts to approximately 45.7% and approximately 48.0%, respectively. DIR Shareholders opting for the cash consideration under the Offer will instead receive the statutory minimum price for a delisting takeover offer, which is expected to be €17.12 per DIR Share (subject to the final determination of the minimum price by BaFin).
In the Business Combination Agreement, DIR and CTP have set forth their common understanding with respect to the economic and strategic background of the transaction, the course of the Offer, the fundamental support of the Offer by DIR's Management Board and Supervisory Board, and the common understanding with respect to the future business cooperation between the parties. In this agreement, DIR has committed to CTP to apply for a delisting of DIR to the extent legally permissible. In this context, it is planned to hold an extraordinary general meeting of DIR to resolve on the termination of its status as a REIT-AG and the necessary amendments to the articles of association.
The Management Board and the Supervisory Board of DIR welcome the Offer and intend to support it on the basis of the Business Combination Agreement and within the scope of their legal obligations, subject to a review of the complete Offer Document as well as further conditions, and to recommend to the shareholders that they accept it in return for the Share Consideration.
The completion of the Offer would create a leading pan-European listed real estate group for logistics and corporate/light industrial real estate with a combined portfolio of approximately €7.2 billion. For CTP, the transaction offers the opportunity to enter the German market, where CTP has previously not been present.
The transaction is expected to close in early 2022. Thereafter, CTP plans to merge DIR into CTP on a cross-border basis.
The Offer is supported by approximately 56% of DIR shareholders, which include companies controlled by DIR's Chief Executive Officer, through various agreements with CTP, including irrevocable tender agreements and non-tender agreements.
IMPORTANT NOTICE
This announcement is for informational purposes only and constitutes neither an invitation to sell, nor an offer to purchase, securities of Deutsche Industrie REIT-AG ("DIR"). The final terms and further provisions regarding the Offer will be disclosed in the offer document after its publication has been permitted by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Investors and holders of securities of DIR are strongly recommended to read the offer document and all announcements in connection with the Offer as soon as they are published, since they will contain important information.
To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of DIR. (...)
26 October 2021
Highlight Communications AG sets cash compensation for the transfer of shares held by minority shareholders of Sport1 Medien AG at EUR 2.30
Highlight Communications AG, Pratteln, Switzerland, today confirmed and specified its formal request of 29 June 2021 to the Management Board of Sport1 Medien AG, Ismaning, Germany. Highlight Communications AG has set the cash compensation for the transfer of the shares of the minority shareholders of Sport1 Medien AG at EUR 2.30 per no-par value bearer share of Sport1 Medien AG.
The cash compensation is based on an expert opinion of Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Stuttgart, Germany, on the determination of the enterprise value of Sport1 Medien AG; it is based on the weighted average stock market price of Sport1 Medien AG prior to 29 June 2021.
The Annual General Meeting of Sport1 Medien AG resolving on the transfer of the shares of the minority shareholders is expected to take place on 14 December 2021.
Takeover offer for shares of Deutsche Industrie REIT-AG
14 October 2021
WESTGRUND Aktiengesellschaft: WESTGRUND AG initiates review of strategic options
Berlin, 4 October 2021:
WESTGRUND Aktiengesellschaft ("WESTGRUND") has been notified that its major shareholder ADLER Real Estate AG and ADLER Group S.A. today both decided to initiate a review of strategic options after ADLER Group S.A. was approached multiple times by interested institutional parties relating to its yielding assets portfolio. Any actions would serve to reduce leverage.
Subject to the approval of its supervisory board, WESTGRUND will itself initiate a review of strategic options. The process may result in the sale of a substantial part of the yielding assets directly and indirectly held by WESTGRUND. Potential proceeds could be used for measures still to be determined.
12 October 2021
IRLE MOSER Rechtsanwälte PartG: Cevdet Caner - Criminal complaint against Fraser Perring et al.
Berlin, October 11, 2021 - Cevdet Caner, who, along with Adler Group SA and other individuals and companies, is the focus of the latest report by the notorious short-seller Fraser Perring and his company Viceroy Research, filed a criminal complaint against Fraser Perring and all persons involved in their so-called "research report" with the Public Prosecutor's Office today, 11 October 2021.
The criminal complaint is based on the well-founded suspicion that Fraser Perring and other contributors have committed a criminal offence by publishing their report and, in particular the criminal offence of market manipulation pursuant to section 119 WPHG. The central accusation is the publication of a demonstrably false report with the aim of unlawfully influencing the share price of Adler Group SA to the personal advantage of Fraser Perring and any accomplices, an action that is referred to as "short and distort".
Cevdet Caner announces that he will fully, relentlessly and persistently cooperate with the relevant financial regulators as well as the Public Prosecutor's Office and will leave no stone unturned to debunk what he considers to be market manipulative false allegations published by Fraser Perring and Viceroy Research, as well as to expose the dubious business model, practices and network of Fraser Perring. A comprehensive civil claim against Fraser Perring and Viceroy Research LLC in Germany, the UK and the US is also in preparation.
ADLER Real Estate Aktiengesellschaft: ADLER Group S.A., the parent company of ADLER Real Estate Aktiengesellschaft, concludes term sheet on portfolio transaction with 15,350 residential units and 185 commercial units
NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
Berlin, 11 October 2021:
ADLER Group S.A. ("ADLER"), the parent company of ADLER Real Estate Aktiengesellschaft ("ADLER Real Estate"), and LEG Immobilien SE ("LEG") today, with the approval of the Management Board and the Supervisory Board of ADLER Real Estate, have signed a term sheet setting out the key points of a transaction regarding the sale of a total of 15,350 residential units and 185 commercial units. The proposed transaction relates to 8,120 residential units and 127 commercial units of ADLER Real Estate and 7,230 residential units and 58 commercial units of WESTGRUND Aktiengesellschaft ("WESTGRUND"), in which ADLER Real Estate holds 98.25% of the shares.
The transaction is based on a real estate portfolio valuation in an amount of EUR 1.485 billion (ADLER Real Estate: ca. EUR 644 million; WESTGRUND: ca. EUR 841 million). This is above the respective book values as of 30 June 2021. The transaction shall be executed by way of share deals and ADLER group shall retain a 10.1% participation in the relevant entities. Therefore, the cash inflow, also due to customary purchase price adjustments, will not correspond to the real estate valuation.
The closing of the transaction is subject to due diligence conducted by LEG, the conclusion of final agreements and the fulfillment of customary market conditions, in particular regulatory approvals, and is expected to take place by the end of 2021.
11 October 2021
ADLER Group S.A. to deliver on accelerated deleveraging with asset disposals at premium to book value
Corporate News
- Ca. 15,500 units to be sold to LEG at a value of ca. EUR 1.5bn- ADLER to focus on strong top 7 cities in Germany
Berlin, 11 October 2021 - ADLER Group S.A. ("ADLER") accelerates deleveraging and focusses its portfolio on stronger cities by signing a term sheet with LEG Immobilien SE in order to sell ca 15,500 units.
The transaction valuation of ca EUR 1.5bn is at a premium to the respective book value appraised by CBRE as of end of June 2021.
This is a clear reflection of the high quality profile of ADLER's portfolio as well as the highly competitive and liquid landscape of the German residential yielding market.
The assets to be disposed are located amongst others in Wilhelmshaven, Göttingen and Wolfsburg, leading to a portfolio more focussed on Germany's strong top 7 cities for the remaining yielding portfolio of ADLER.
The net proceeds, i.a. after repayment of secured loans, are expected to be at around EUR 800m, thus accelerating deleveraging with the LTV target of below 50%.
Closing of the transaction is subject to the conclusion of final agreements and the fulfillment of customary market conditions, in particular regulatory approvals, and is expected to take place by the end of 2021.
This disposal would have no impact on ADLER's recently increased financial guidance for 2021 with a Net Rental Income target of EUR 340-345m and an FFO 1 target of EUR 135-140m.
08 October 2021
Aareal Bank confirms open-ended discussions with a group of financial investors regarding an acquisition of a majority interest
07.10.2021 04:19 p.m. - Aareal Bank AG confirms that its Management Board has entered into talks whose outcome is open regarding a potential acquisition of a majority interest in Aareal Bank by a group of financial investors led by Centerbridge and TowerBrook, and with participation of Advent, after having been approached by them with the aim of exploring potential strategic opportunities for the Bank.
Aareal Bank AG confirms that its Management Board has entered into talks whose outcome is open regarding a potential acquisition of a majority interest in Aareal Bank by a group of financial investors led by Centerbridge and TowerBrook, and with participation of Advent, after having been approached by them with the aim of exploring potential strategic opportunities for the Bank.
In this context, these investors have raised the possibility of submitting a public offer for an indicative price of EUR 29.00 per share. This represents a premium of ca. 35% over the volume weighted average Aareal Bank share price during the last three months. The investors are currently being given access to business information of Aareal Bank. It is currently uncertain whether these talks will result in a transaction or an offer to Aareal Bank shareholders.
Aggregate Holdings SA: Vonovia acquires an option over 13.3% stake in Adler Group from Aggregate Holdings
Luxembourg, 8 October 2021. Aggregate Holdings S.A. ("Aggregate") today announces it has entered among other things into a call option agreement with Vonovia SE (“Vonovia”) whereby Vonovia has the right to acquire a 13.3% stake in Adler Group S.A. (“Adler Group”) at a price significantly in excess of Adler Group’s latest closing share price. The call option has a term of 18 months.
Benjamin Lee, Chief Financial Officer and John Nacos, Chief Investment Officer at Aggregate, said: “This agreement provides Aggregate with the backing of the leading residential real estate company in Europe to continue the development of Adler Group. It is a demonstration of the strength of Adler Group and the experience of Aggregate as a real estate investor.”
As part of this transaction, Aggregate group is repaying its outstanding margin loan relating to its strategic stake in Adler Group.
Aggregate Holdings S.A. : Vonovia acquires an option over 13.3% stake in Adler Group from Aggregate Holdings
Ad-hoc announcement
Luxembourg, 7 October 2021. Aggregate Holdings S.A. ("Aggregate") has entered among other things into a call option agreement with Vonovia SE (“Vonovia”) whereby Vonovia has the right to acquire a 13.3% stake in Adler Group S.A. (“Adler Group”) at a price significantly in excess of Adler Group’s latest closing share price. The call option has a term of 18 months.
06 October 2021
Adler Group S.A.: First Statement on the Report from Viceroy
Berlin, 06 October 2021 - ADLER Group S.A. ("ADLER") is subject to a report published today by "Viceroy Research", which is related to short-seller Fraser Perring. This report includes allegations which ADLER strongly rejects.
A key allegation is that the real estate asset values on ADLER's balance sheet are artificially inflated. This is evidently false. The real estate value set forth in ADLER's balance sheet has been determined by independent market leading real estate property appraisers and confirmed independently by financing banks. Contrary to the report, during the last twelve months ADLER has sold several real estate portfolios with purchase prices above the values accounted for in ADLER's balance sheet. Details have been published previously. Moreover, as reported, ADLER has been approached by a number of institutional investors in the last days and weeks, who want to acquire large parts of the yielding asset portfolio. ADLER is assessing such approaches as part of its ongoing review of strategic options.
Therefore, contrary to the report, no default under notes issues by ADLER or any of its subsidiaries has occurred or is continuing.
The 61-page report includes numerous other allegations that are false. ADLER is currently preparing a detailed response to these allegations and will comment on them shortly.
04 October 2021
Statement from Davidson Kempner regarding the Deutsche Wohnen takeover offer by Vonovia
Vonovia and Deutsche Wohnen Have Circumvented Shareholder Rights
Vonovia launched an opportunistic bid for Deutsche Wohnen and offered key members of the Management Board of Deutsche Wohnen (the "Target Board") attractive roles in the enlarged company. The Target Board has subsequently taken a number of initiatives that are unprecedented and legally questionable, with the sole purpose of helping Vonovia acquire control in the face of shareholder resistance to the offer terms.
Despite the majority of Deutsche Wohnen shareholders rejecting the original offer, the Target Board agreed an amended offer very quickly with a minimum adjustment to the offer terms. Recognising the risk that the amended offer would be rejected once again, the Target Board also included a number of measures to ensure Vonovia's success:
i. Providing Vonovia with almost ~10% of Deutsche Wohnen shares via:
a. The sale of 3.53% of treasury shares for €52/share (below the takeover offer of €53/share)
b. The sale of a further 0.93% of treasury shares at €53/share
c. The issuance of primary shares amounting to 5.17% on a fully diluted basis
ii. Agreeing to waive all conditions, which forces many shareholders to sell or tender their shares as the takeover is effectively considered as "over" prior to Vonovia even acquiring the majority support of Deutsche Wohnen shareholders. The Board has effectively handed control to Vonovia and worked around its own shareholders.
In aggregate, these measures have severely undermined shareholder rights and in particular, their prerogative to decide on takeover offers. Against a background of the conflicts of interest of certain Deutsche Wohnen Board members, this makes the situation even more disturbing and raises serious corporate governance concerns in the German market.
This is a Dangerous Precedent for German Corporate Governance
Vonovia and Deutsche Wohnen have demonstrated that as long as the Management and Supervisory Boards of both companies want a deal to come together, shareholders' opinions and voting rights can largely be cast aside. This creates a dangerous precedent in Germany, in which Management Boards can effectively decide the fate of a company and undermine shareholder democracy.
There is now a serious threat that Vonovia makes a delisting offer for Deutsche Wohnen, a large DAX company with a significant free float. A delisting provides no meaningful benefit to Deutsche Wohnen and it effectively forces many public shareholders to sell or tender their Deutsche Wohnen shares and enable Vonovia to increase its control. Many market observers and German institutions saw this aggressive measure used in the Rocket Internet delisting offer in 2020, another situation marred by material corporate governance failures.
01 October 2021
HOLIDAYCHECK GROUP AG PLANS DELISTING, CONCLUSION OF DELISTING AGREEMENT
Munich, Germany, 29 September 2021, 16:09 CET – The Management Board of HolidayCheck Group AG (ISIN DE0005495329) has today resolved to seek the removal of the company’s shares (delisting) from trading on the Regulated Market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse – FWB®) in accordance with Section 39, paragraph 2 of the German Stock Exchange Act (Börsengesetz – BörsG).
At a joint meeting today, the Management Board obtained the approval of the Supervisory Board to enter into an agreement regarding the delisting process with Burda Digital SE, which holds an interest of approximately 73 percent in the company. In the agreement, Burda Digital SE undertakes to make an offer to shareholders of the company to buy their shares at a cash offer price of EUR 2.70 per share. Burda Digital SE believes that the offer price will be above the volume-weighted six-month average price required by law for a delisting purchase offer. The final price will be determined by the German Federal Financial Supervisory Authority (BaFin) and may differ from the estimated amount. As a delisting purchase offer, the offer will not be subject to conditions.
The company has undertaken to apply for the removal of its shares from trading on the Regulated Market of the Frankfurt Stock Exchange during the acceptance period for the delisting purchase offer and will comment on the delisting acquisition offer within the scope of the legal requirements of Section 27 of the German Securities Takeover Act (WpÜG).
The Management Board of the Frankfurt Stock Exchange will make the decision on the delisting. The Management Board assumes that, in line with the rules and regulations of the Frankfurt Stock Exchange, the delisting will become effective three trading days after it is announced, which should be immediately after the decision is made. After the delisting becomes effective, the shares of HolidayCheck Group AG will no longer be admitted to trading or be traded on a regulated market of a stock exchange in Germany or a comparable market in another country, nor will the company apply for or consent to admission of the shares to unofficial (open) markets.
About HolidayCheck Group AG:
HolidayCheck Group AG (ISIN DE005495329), Munich, Germany, is one of Europe’s leading digital firms for holidaymakers. With a total workforce of around 300, HolidayCheck Group AG comprises HolidayCheck AG (which operates hotel review and travel booking portals by the same name), HC Touristik GmbH (which operates the tour operator HolidayCheck Reisen), Driveboo AG (which operates the car rental portals MietwagenCheck and Driveboo). HolidayCheck Group’s vision is to become the world’s most holidaymaker-friendly company in the world.
01 September 2021
Joint Reasoned Statement of Deutsche Wohnen SE: Executive Board and Supervisory Board of Deutsche Wohnen recommend shareholders to accept new, improved takeover offer by Vonovia
Berlin, 31.08.2021 | Press release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
- Offered consideration of 53 euros per share is fair and adequate taking into account all relevant key figures
- Offer provides shareholders the opportunity for a secure, timely and fair realization of value
- Takeover offer of Vonovia is in the best interest of Deutsche Wohnen and all stakeholders
The Executive Board and Supervisory Board of Deutsche Wohnen SE ("Deutsche Wohnen") today published a joint reasoned statement on the new, improved voluntary public takeover offer by Vonovia SE ("Vonovia") pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG). In this statement, both boards conclude that the takeover offer by Vonovia is in the best interest of Deutsche Wohnen, its shareholders and stakeholders. The Executive Board and Supervisory Board have thoroughly analyzed the adequacy of the offer and have taken into account both the strategic benefit as well as the consideration offered. Based on this analysis, the Executive Board and Supervisory Board consider the offer price of 53 euros per Deutsche Wohnen share offered by Vonovia as fair and adequate. Both boards therefore recommend shareholders to accept the new, improved offer by Vonovia.
The Executive Board and Supervisory Board of Deutsche Wohnen have independently examined the conditions of the offer and taken into account fairness opinions provided by five financial advisors. The takeover offer by Vonovia provides shareholders of Deutsche Wohnen the opportunity for a secure, timely and fair realization of value. For the evaluation, the Executive Board and Supervisory Board examined, among other things, the premium on the Deutsche Wohnen share price and compared it with historical premiums in the industry. Both boards have also set the offer price in relation to the price targets by financial analysts and have taken into account the current EPRA NTA. The cash offer of 53 euros per Deutsche Wohnen share is 17.8 percent above the closing price of the Deutsche Wohnen share on May 21, 2021, and 24.8 percent above the volume-weighted average price of the Deutsche Wohnen share during the last three months up to May 21, 2021, the last trading day prior to the publication of the decision by Vonovia to submit the first offer takeover offer. It also has to be taken into account that shareholders received a dividend of 1.03 euros per share following the announcement of the original offer. Based on the offer price and the FFO I expected for Deutsche Wohnen in 2021, there is an implied FFO return of around 2.9 percent and thus a valuation which is around 2 percentage points higher than that of major listed competitors. Furthermore, the offer price is above the average of the price targets published by financial analysts for the Deutsche Wohnen share prior to May 24, 2021. Additionally, the offer price is above the EPRA NTA per share as reported on June 30, 2021.
Deutsche Wohnen also welcomes the strategic benefits of the combination and the resulting added value for all parties involved and stakeholders. With its size and setup, the combined company can set new standards in Europe and play a beneficial role in shaping the future of the industry. Climate protection, needs-based housing and affordable housing are social challenges that require substantial investment and can be better shouldered together. A strong and reliable player can act responsibly in the regulated environment of the real estate market and in the interests of all stakeholders, while at the same time pursuing the sustainable development of the company.
Shareholders are able to accept Vonovia's offer and tender their shares via their custodian bank since the publication of the offer document on August 23, 2021. The acceptance period is expected to end on September 20, 2021, at 24:00 CEST. The success of the offer is conditional upon reaching a minimum acceptance threshold of at least around 50 percent of the Deutsche Wohnen shares issued at the time of the expiry of the acceptance period as well as the fulfilment of other customary closing conditions. The detailed terms and conditions of the offer as well as the closing conditions can be found in the Offer Document of Vonovia.
The Joint Reasoned Statement of the Executive Board and Supervisory Board of Deutsche Wohnen on the voluntary takeover offer (cash offer) of Vonovia to the shareholders of Deutsche Wohnen published on August 23, 2021, is available free of charge at Deutsche Wohnen SE, Investor Relations, Mecklenburgische Straße 57, 14197 Berlin (phone: +49 (0)30 89786-5413, fax: +49 (0)30 89786-5419; email: ir(at)deutsche-wohnen.com).
In addition, the Statement has been published on Deutsche Wohnen’s website ir.deutsche-wohnen.com (in the section “Takeover Offer of Vonovia SE”). The Statement and any additions and/or additional statements on possible amendments to the Takeover Offer are published in German and in a non-binding English translation. Only the German versions are authoritative.
Important Notice
This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of Deutsche Wohnen SE. The terms and further provisions regarding the public takeover offer can be found in the Offer Document. Investors in, and holders of, securities of Deutsche Wohnen SE are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as soon as they are published, since they contain or will contain important information.
The offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). (...)
Upcoming appraisal proceedings in Germany
ARENDTS ANWÄLTE will represent minority shareholders in following proceedings:
- ADLER Real Estate AG: DA (with ADO Group S.A, formerly ADO Properties S.A., as dominating party) or squeeze-out
- AMIRA Verwaltungs Aktiengesellschaft: squeeze-out
- ADVA Optical Networking SE
- AKASOL AG: merger squeeze-out
- Allgemeine Gold- und Silberscheideanstalt Aktiengesellschaft (Agosi): merger squeeze-out in favor of Umicore
- AMIRA Verwaltungs Aktiengesellschaft: merger squeeze-out
- Aves One AG
- ERLUS Aktiengesellschaft: squeeze-out
- HELLA GmbH & Co. KGaA
- HumanOptics AG: merger squeeze-out
- i:FAO Aktiengesellschaft: merger squeeze-out
- ISRA VISION PARSYTEC AG: squeeze-out
- KUKA AG
- MAN SE: merger squeeze-ou
- MyHammer Holding AG: merger or squeeze-out
- Nymphenburg Immobilien Aktiengesellschaft: merger squeeze-out
- Odeon Film AG: merger squeeze-out
- RIB Software SE: squeeze-out
- Sachsenmilch Aktiengesellschaft: squeeze-out
- SAINT-GOBAIN ISOVER G+H Aktiengesellschaft: squeeze-out
- Schaltbau Holding AG: DPLTA
- Sport1 Medien AG (formerly: Constantin Medien AG): squeeze-out
- Tele Columbus AG
- VTG AG: squeeze-out
- WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft
- WESTGRUND Aktiengesellschaft: squeeze-out
Adler Pelzer Group decided to launch VTO and DTO for STS Group
Hagen, Germany, 29 June 2021
Adler Pelzer Group decided on June 29, 2021 to make a voluntary public takeover offer (VTO, Voluntary Tender Offer) to all shareholders of STS Group AG for the acquisition of all ordinary bearer shares in STS Group (ISIN: DE000A1TNU68).
The Bidder plans to launch the Takeover Offer as a compensation offer as required for the delisting of the STS Group Shares (DTO, Delisting Tender Offer) from trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (Section 39 para. 2 and para. 3 of the German Stock Exchange Act (Börsengesetz)).
The offer document (in German and a non-binding English translation) containing the detailed terms and conditions of the Takeover Offer, as well as further information relating thereto, will be published by the Bidder following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on the internet at http://www.adler-pelzer-offer.com.
The Takeover Offer will be made on and subject to the terms and conditions to be set out in the offer document.
31 August 2021
ADTRAN and ADVA Announce Combination to Create Global, Scaled End-to-End Fiber Networking Solutions Leader
TRATON successfully completes merger squeeze-out of MAN SE
Munich, August 31, 2021 – Today, the transfer resolution of the Annual General Meeting of MAN SE that took place on June 29, 2021 — which stipulates the transfer of shares held by the remaining shareholders of MAN SE to TRATON SE against payment of an appropriate cash com-pensation — has been entered in the commercial register of TRATON SE.
The merger of MAN SE with TRATON SE was also registered at the same time, so that all shares held by minority shareholders have now been transferred to TRATON SE.
The merger between MAN SE and TRATON SE became effective at the same time, with MAN SE ceasing to exist as a legal entity. This means that TRATON SE has successfully completed the merger squeeze-out of MAN SE.
As a result of this merger, MAN Truck & Bus SE and Scania AB, in particular, will become wholly owned direct subsidiaries of TRATON SE. This enables TRATON to make the overall structure of the Group even more efficient, implement decisions more quickly, and reduce administrative ex-penses.
The cash compensation was set at €70.68 per common and preferred share and will be paid out in the next few days.
MAN SE shares will be delisted shortly.
13 August 2021
BaFin clears Vonovia for prompt public takeover offer to Deutsche Wohnen shareholders
zooplus enters into an Investment Agreement with Hellman & Friedman to fully capture long-term growth opportunities
• With Hellman & Friedman as a strategic and financial partner, zooplus gains additional sector expertise, hands-on support, enhanced financial flexibility and a stable ownership structure to fully seize the long-term growth opportunity in the fast-evolving European pet market
Founded in 1984, Hellman & Friedman is one of the oldest and most experienced private equity investment firms operating today. H&F’s distinctive investment approach is focused on large-scale equity investments in high-quality growth businesses in developed markets, primarily in the U.S. and Europe, across growth-oriented sectors. H&F seeks to partner with world-class management teams where its deep sector expertise, long-term orientation and collaborative partnership approach enable companies to flourish. H&F has successfully partnered with companies including in the internet & media and consumer & retail sectors such as Action, Autoscout24, Axel Springer, DoubleClick, Grocery Outlet, ProSiebenSat.1, Scout24, SimpliSafe and Verisure.
Company profile:
04 August 2021
AKASOL AG: Request of the majority shareholder to execute a merger squeeze-out
Darmstadt, August 3, 2021 - Yesterday, the Management Board of AKASOL AG ("AKASOL"; ISIN DE000A2JNWZ9) received the formal request of ABBA BidCo AG with its registered office in Frankfurt am Main ("ABBA BidCo") pursuant to section 62 para. 1 and para. 5 sentence 1 UmwG in conjunction with sections 327a et seq. AktG, to execute the procedure for the transfer of the shares of the minority shareholders of AKASOL to ABBA BidCo in their capacity as majority shareholder in return for an adequate cash compensation in connection with a merger of AKASOL into ABBA BidCo by absorption (so-called "merger squeeze-out") and, for this purpose, to have the general meeting of AKASOL resolve on the transfer of the shares of the minority shareholders of AKASOL to ABBA BidCo within three months upon conclusion of the merger agreement. The merger agreement will contain a statement pursuant to § 62 para. 5 sentence 2 UmwG, according to which an exclusion of the minority shareholders of AKASOL as the transferring legal entity shall take place in connection with the merger. The amount of the adequate cash compensation that ABBA BidCo will grant to the remaining shareholders of AKASOL for the transfer of the shares will be communicated by ABBA BidCo at a later date.
According to its own information, ABBA BidCo holds 5,634,459 shares in AKASOL. This corresponds to a stake of approximately 92.94 percent of AKASOL's share capital. ABBA BidCo is therefore the main shareholder within the meaning of § 62 para. 1 and para. 5 sentence 1 UmwG.
The effectiveness of the merger squeeze-out is still subject to the approving resolution of the general meeting of AKASOL and the registration of the transfer resolution and the merger in the commercial register of the registered office of AKASOL respectively ABBA BidCo.
AKASOL will put the requested transfer resolution on the agenda of the next extraordinary general meeting.
17 July 2021
SOF-11 Klimt CAI S.a.r.l. ("BidCo"), a controlled affiliate of Starwood Capital Group, announces the final result of the Public Takeover Offer for CA Immobilien Anlagen AG ("CA Immo")
06 July 2021
Schneider Electric Investment AG submits request for transfer of the shares of the minority shareholders of RIB Software SE (squeeze out under stock corporation law)
Stuttgart, Germany, 5 July 2021. Today Schneider Electric Investment AG, Düsseldorf, submitted the formal request pursuant to Section 327a para. 1 sentence 1 of the German Stock Corporation Act (AktG) to RIB Software SE that the General Meeting of RIB Software SE shall resolve to transfer the shares of the remaining shareholders (minority shareholders) to Schneider Electric Investment AG for an appropriate cash compensation (so-called squeeze out under stock corporation law).
Schneider Electric Investment AG holds approximately 96.41% of the registered share capital of RIB Software SE and is therefore its main shareholder within the meaning of section 327a para. 1 sentence 1 AktG. The resolution on the transfer shall be passed at an extraordinary General Meeting of RIB Software SE which is supposed to take place in the fourth quarter of 2021. The amount of the appropriate cash compensation that Schneider Electric Investment AG, as the main shareholder, will pay to the minority shareholders of RIB Software SE for the transfer of the shares has not yet been determined.
24 June 2021
Vonovia SE: Vonovia launches public takeover offer for Deutsche Wohnen shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION.
- Deutsche Wohnen shareholders can tender their shares from today up to 21 July 2021 (24:00 CEST)
Vonovia SE: Business Combination Agreement; Offer for all outstanding shares in Deutsche Wohnen SE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION
ams AG: ams OSRAM announces successful delisting offer and forthcoming delisting of OSRAM shares
- Delisting offer acceptance period ended on 18 June 2021 at 24:00 CEST
- Settlement of Delisting Offer expected for 30 June 2021
Premstätten, Austria (23 June 2021) -- ams OSRAM (SIX: AMS), a global leader in optical solutions, announces the results of the public delisting offer (“Delisting Offer”) in the context of the forthcoming delisting of OSRAM Licht AG (“OSRAM”) following the end of the four week acceptance period of the Delisting Offer on 18 June 2021 at 24:00 CEST.
At the end of the acceptance period, 6,935,319 OSRAM shares had been tendered into the Delisting Offer. This corresponds to approximately 7.2% of shares in OSRAM. Including the OSRAM shares purchased in parallel to the Delisting Offer, ams' shareholding in OSRAM has increased to 80.3%.
OSRAM’s listing on the Frankfurt Stock Exchange is expected to be terminated as of 30 June 2021 and the listing on the Munich Stock Exchange will be terminated as of 30 September 2021. The settlement of the Delisting Offer is expected for 30 June 2021.
“We have achieved our objective for the Delisting Offer which was to streamline the corporate structure, and we have also added meaningfully to our shareholding in OSRAM,” said Alexander Everke, CEO of ams OSRAM. “We are excited about the future prospects of ams OSRAM and look forward to continuing our successful integration to deliver on our strategic vision to create the uncontested leader in optical solutions.”
27 May 2021
ISRA and Atlas Copco conclude strategic partnership: Squeeze out completed
ISRA entered into a strategic partnership with the Swedish industrial group, Atlas Copco, in 2020. Atlas Copco's public offer to acquire all ISRA shares was initiated on February 10, 2020, and carried out on June 24, 2020. In addition, the Annual General Meeting of ISRA VISION AG resolved to exclude the remaining minority shareholders on December 15, 2020. This will end the stock exchange listing of ISRA VISION AG, which was last listed as a member of the SDAX and TecDAX.
Hosting the headquarters of the independent Machine Vision Solutions Division in Atlas Copco's Industrial Technique business unit, the company continues to operate under the name ISRA VISION AG with the same members of the Executive Board and Supervisory Board. For the employees, who were legally transferred to the parent company in the course of the merger, this strategic partnership offers a long-term perspective. Customers and business partners in particular will benefit from the stronger global presence of the Group. Cooperation with other Atlas Copco companies will be intensified in the future, with ISRA being an important pillar for the future strategy in the area of smart automation and digitalization.
Company profile
ISRA VISION AG, together with its subsidiaries, is worldwide leading in surface inspection of web materials. Furthermore, it is one of the globally leading providers of machine vision programs, specialising in the area of 3D machine vision, in particular for "3D robot vision".
The core competence of the Company is the ISRA-BrainWARE(R), an innovative software for intelligent machine vision systems. Here, the scientific know-how from the fields of optics, lighting technology, surveying technology, physics, image processing and classification algorithms and a complex system design are combined. Machine vision is a key technology for visualising systems that imitate the human eye. Today's ISRA applications focus primarily on the automation of production and quality assurance of goods and products supplied to large, future-oriented markets such as energy, healthcare, food, mobility and information. The customers mainly include renowned global players from the respective sectors. With more than 25 locations worldwide, ISRA offers customer proximity everywhere and ensures optimum service and support.
Further information is available at www.isravision.com.
HumanOptics AG: Cash compensation for merger squeeze-out determined at EUR 8.71 per share
Erlangen, 22 May 2021 - Today, HumanOptics Holding AG with registered office in Frankfurt am Main ("Holding") has confirmed its request to execute a merger squeeze-out of 21 January 2021, which HumanOptics AG (ISIN DE0001MMCR6) received on the same day, and has concretized this request by determining the cash compensation at an amount of EUR 8.71 per share of HumanOptics AG (in conjunction with the transfer of shares of the minority shareholders as part of the merger squeeze-out (pursuant to section 62(1) and (5) of the German Transformation Act (UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (AktG)).
On 26 April 2021, the general meeting of the Holding has resolved to relocate the Holding's registered office to Erlangen. Until today, this relocation of the registered office has not yet become effective by registration with the commercial register of Fürth which has jurisdiction for the new place of registered office in Erlangen. The Holding expects that the registration will occur within short time.
The conclusion and notarization of the merger agreement between HumanOptics AG and the Holding are planned for 25 May 2021. The transfer resolution is to be adopted at an extraordinary general meeting of HumanOptics AG on 6 July 2021.
The effectiveness of the merger squeeze-out is still subject to the resolution by the general meeting of HumanOptics AG and the registration of the transfer resolution and the merger in the commercial registers at the registered offices of HumanOptics AG and the Holding, respectively.