GxP German Properties AG: Merger squeeze out

Press release of 23 February 2022

On 8 December 2021 GxP German Properties AG („GxP AG“) published an ad hoc announcement that it was informed by Paccard eight GmbH („Paccard“) that Paccard intends to effect the transfer of the shares of the minority shareholders of GxP AG to Paccard in exchange for an appropriate cash compensation in the context of the merger of GxP AG into Paccard by absorption pursuant to section 62 para. 1 and para. 5 sentence 1 of the German Transformation Act (Umwandlungsgesetz, „UmwG“) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz, „AktG“) („Merger Squeeze-Out“), subject to Paccard being converted into a stock corporation (Aktiengesellschaft) and acquiring further 1,278,672 shares in GxP AG from its shareholder EPISO 5 Mont Acquico S.à r.l.

Paccard informed us yesterday that its conversion into a stock corporation has been concluded, that Paccard continuously holds 10,595,395 shares in GxP AG (corresponding to a participation of approximately 91.01 percent of the share capital) since 22 December 2021 and is thus the main shareholder within the meaning of section 62 para. 5 sentence 1 UmwG and that it formally requests GxP AG to perform the procedure for the Merger Squeeze-Out, in particular to have the general meeting of GxP AG pass a resolution on the transfer of the shares of the minority shareholders of GxP AG to Paccard within three months after the conclusion of a merger agreement between Paccard and GxP AG. The merger agreement shall contain a statement pursuant to section 62 para. 5 sentence 2 UmwG that a squeeze-out of the minority shareholders of GxP AG as the transferring entity shall occur in the context of the merger.

The amount of the adequate cash compensation which Paccard will pay to the minority shareholders of GxP AG in exchange for the transfer of the shares in GxP AG to Paccard will be communicated at a later date.

The effectiveness of the Merger Squeeze-Out will be subject to the approving resolution of the general meeting of GxP AG and the registration of the transfer resolution and the merger with the commercial register at the registered seat of GxP AG and at the registered seat of Paccard, respectively.

GxP AG continues to support the Merger Squeeze-Out intended by Paccard and to take the measures required on the part of GxP AG for the preparation and implementation of the Merger Squeeze-Out.