HumanOptics AG: Merger Squeeze-out registered

November 12, 2021: HumanOptics Holding AG, Erlangen ("HOH"), and HumanOptics AG, Erlangen ("HO"), have signed a merger agreement on May 25, 2021, which provides for the exclusion of the remaining shareholders of HO (minority shareholders) in connection with the merger. On July 6, 2021, the extraordinary general meeting of HO resolved to transfer the shares of the minority shareholders of HO to the majority shareholder HOH against an adequate cash compensation in the amount of EUR 8.71 pursuant to Sections 327a et seqq. of the German Stock Corporation Act (AktG) in conjunction with Section 62 para. 5 of the German Transformation Act (UmwG).

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

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

Disclosure of an inside information acc. to Art. 17 Sec. 1 of the Regulation (EU) No. 596/2014 (Market Abuse Regulation – MAR)

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. 

Aroundtown currently holds a share of approx. 79.89% of the share capital of TLG. Under the Delisting Offer, AT will offer EUR 31.67 in cash as consideration for each TLG Share tendered for acceptance, subject to the determination of the minimum price and the final determination in the offer document. Due to non-tender agreements entered or expected to be entered into, the expected maximum offer consideration is approx. EUR 145,000,000 pursuant to the provisions of the German Stock Exchange Act (Börsengesetz) in conjunction with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz). The offer will not include any closing conditions. 

The Delisting Offer will otherwise be made on the terms and conditions set forth in the offer document. To the extent legally permissible, AT reserves the right to deviate from the basic information described herein. 

TLG has undertaken towards AT to apply for the revocation of the admission to trading of the TLG Shares on the Regulated Market (Regulierter Markt) (General Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (so-called Delisting) prior to the expiration of the acceptance period of the Delisting Offer.

WESTGRUND Aktiengesellschaft: Resolution on the transfer of shares are registered with the commercial register

Berlin, 4 November 2021:

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

(without obligation)