Petro Welt Technologies AG: Joma announces cash settlement price in case of squeeze-out pursuant to Section 1 (1) of the Austrian Squeeze-out Act

AD-HOC ANNOUNCEMENT

Vienna, August 16, 2022

Petro Welt Technologies AG (“PeWeTe”) announced on July 26, 2022 that Joma Industrial Source Corp. (“Joma”) intends to submit a written request for squeeze-out pursuant to Section 1 (1) of the Austrian Squeeze-out Act (Gesellschafter-Ausschlussgesetz, GesAusG), provided that (a) the extraordinary general meeting of PeWeTe on August 16, 2022 resolves to approve the sale of the participations in Russia in a way that is valid, binding and not subject to challenge or judicial review, or any such challenge or judicial review has been withdrawn, rejected, or adjudicated in favor of the Company, and (b) the sale of the participations in Russia has been validly entered into, all necessary regulatory approvals have been granted, and it has been closed.

In addition to this announcement, Joma has today informed the Management Board of PeWeTe that the amount of the cash settlement price offered by Joma in the event of such squeeze-out would be EUR 2.20 per share. The share price has been calculated as if the sale had been completed. The share price was calculated as if the sale of the participations in Russia had not been carried out.

The initiation of the squeeze-out procedure further requires that Joma submits a formal, written request for squeeze-out pursuant to Section 1 (1) GesAusG.

About Petro Welt Technologies AG

Petro Welt Technologies AG, headquartered in Vienna, is one of the leading, early established OFS companies in Russia and the CIS, specializing in services to increase the productivity of new and existing oil and gas formations.

Appraisal proceedings on the squeeze-out at VTG Aktiengesellschaft: Hearing date on 10 November 2022

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

In the appraisal proceedings regarding the squeeze-out of the minority shareholders of the wagon lessor VTG Aktiengesellschaft, the LG Hamburg has set a hearing date for 10 November 2022, 14:00 hrs. At the hearing, the expert auditors are to be heard on their audit report dated 20 July 2021.

The joint representative and the applicants have until 15 September 2022 to submit their comments on the present response to the application.

The main shareholder Warwick Holding GmbH, Frankfurt am Main, only came above the threshold of 95% of the shares required for a squeeze-out via a so-called securities loan from the Joachim Herz Foundation (approx. 15% of the shares). Warwick is an investment vehicle of Morgan Stanley Infrastructure Partners ("MSIP") and OMERS Infrastructure (on behalf of OMERS, the pension plan for municipal employees in the Canadian province of Ontario). 

MSIP and the Joachim Herz Foundation sold their VTG shareholding shortly after the squeeze-out to an acquirer group led by the New York-based financial investor Global Infrastucture Partners (while OMERS remains a shareholder). In this resale, VTG was valued significantly higher than in the squeeze-out. According to press reports, the purchase was made at a valuation of the company of around EUR 7 billion (including approx. EUR 3 billion in liabilities).

Hamburg Regional Court, Case No. 403 HKO 68/21
Rolle, T. et al. ./. Warwick Holding GmbH
70 applicants
joint representative: RA Dr. Steffen Kraus, CausaConcilio Koch & Partner mbB Rechtsanwälte, 24114 Kiel, Germany
Agents of the respondent, Warwick Holding GmbH:
Sullivan & Cromwell LLP, 60311 Frankfurt am Main, Germany

Appraisal proceedings with regard to the merger squeeze-out at MAN SE: Hearing on 8 and 9 March 2023

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

In the appraisal proceedings regarding the transfer of the shares of the minority shareholders of MAN SE to the majority shareholder TRATON SE, which belongs to the VW Group, the Munich Regional Court I has set a date for the oral hearing for 8 March 2023, 10:30 a.m., with a continuation on 9 March 2023, 9:00 a.m.. At this hearing, the court-appointed settlement auditors, Ms Susann Ihlau and Mr Hendrik Duscha of the auditing firm Mazars, are to be heard.

The applicants and the joint representative may comment on the statement of defence until 9 December 2022.

LG Munich I, Case No. 5 HK O 12085/21
Mähner, M. et al ./. TRATON SE
121 applicants
Joint representative: Attorney-at-law Daniela Bergdolt, 80639 Munich, Germany
Representative of the respondent, TRATON SE:
Freshfields Bruckhaus Deringer, 60322 Frankfurt am Main, Germany