Tion Renewables AG: Hopper BidCo GmbH requests squeeze-out of minority shareholders of Tion Renewables AG (squeeze-out)

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

Grünwald, October 24, 2023. Hopper BidCo GmbH, an acquisition company which is indirectly held by EQT Active Core Infrastructure SCSp, informed Tion Renewables AG today that it has acquired more than 95% of the shares in Tion Renewables AG.

Furthermore, Hopper BidCo GmbH submitted a letter to Tion Renewables AG today requesting that the general meeting of Tion Renewables AG shall pass a resolution on the transfer of the shares held by the remaining shareholders of Tion Renewables AG to Hopper BidCo GmbH in return for an appropriate cash compensation (squeeze out).

The amount of the cash compensation is yet to be determined; it will be communicated by Hopper BidCo GmbH once the necessary valuation of Tion Renewables AG has been completed. Thereafter, in accordance with statutory provisions, Tion Renewables AG will decide upon convening an extraordinary general meeting to resolve upon the squeeze out.

Grünwald, October 24, 2023

Tion Renewables AG
The Management Board

Adler Group S.A.: Successful squeeze-out at ADLER Real Estate AG

Corporate News

- Resolution to transfer the shares entered in the commercial register

- Minority shareholders of ADLER Real Estate AG to receive EUR 8.76 per share

- Delisting of ADLER Real Estate AG expected

Luxembourg/Berlin, 19 October 2023 - The competent local court in Berlin entered the resolution on the transfer of the shares of the remaining minority shareholders of ADLER Real Estate AG to Adler Group S.A. ("Adler Group") as the majority shareholder in the commercial register. The corresponding resolution of the Annual General Meeting of ADLER Real Estate AG of 28 April 2023 has thus become effective. The entry was made possible after the competent Superior Court in Berlin determined in a release procedure („Freigabeverfahren”) that the pending actions for avoidance do not prevent the entry.

The minority shareholders are entitled to an appropriate cash compensation for the transfer of their shares, which was set at EUR 8.76 per share of ADLER Real Estate AG which was resolved upon by the Annual General Meeting. The cash compensation will be paid out promptly in exchange for the shares being derecognised. Quirin Privatbank AG, Berlin, has assumed the guarantee for this.

Adler Group expects the revocation of the admission of the shares of ADLER Real Estate AG to trading on the regulated market of the Frankfurt Stock Exchange to take place promptly. This is a further step in the simplification of the Adler Group's corporate structure announced in spring 2022.

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note of the editor:

The adequacy of the cash compensation, offered to the mindority shareholders (well below the NAV), will be reviewed in an appraisal proceeding. More information: kanzlei@anlageanwalt.de

Merger-related squeeze-out at Kabel Deutschland Holding AG: Merger registered - appropriateness of cash settlement to be reviewed

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

The merger of Kabel Deutschland Holding AG was entered in the Commercial Register (Munich Local Court) on October 11, 2023:

"In connection with the merger of the Company as the transferring legal entity with Vodafone Vierte Verwaltungs AG with its registered office in Düsseldorf (Düsseldorf Local Court HRB 70886) as the acquiring legal entity on the basis of the merger agreement dated July 24, 2023, the General Meeting of Shareholders resolved to transfer the shares of the remaining shareholders to the principal shareholder, Vodafone Vierte Verwaltungs AG with its registered office in Düsseldorf (Düsseldorf Local Court HRB 70886), in return for cash compensation. The resolution shall only become effective upon entry of the merger in the register of the registered office of the acquiring legal entity.

The Company, as the transferring legal entity, has merged with Vodafone Vierte Verwaltungs AG with its registered office in Düsseldorf (Düsseldorf Local Court HRB 70886) on the basis of the merger agreement dated July 24, 2023. The merger shall only become effective upon entry of the merger in the commercial register of the acquiring legal entity." 

The merger has now also been entered in the commercial register of Vodafone Vierte Verwaltungs AG on October 16, 2023, so that the squeeze-out under merger law has become effective. From the commercial register excerpt of the Düsseldorf Local Court:

"The Company, as the acquiring legal entity, has merged with Kabel Deutschland Holding AG with its registered office in Unterföhring (Munich Local Court HRB 184452) in accordance with the merger agreement dated July 24, 2023."

The appropriateness of the cash compensation offered to the Kabel Deutschland minority shareholders will be reviewed by the Munich Regional Courts in an appraisal proceeding.

Software AG: Silver Lake successfully completes voluntary public tender offer of Software AG

Darmstadt, Germany – September 28, 2023: Silver Lake has successfully completed its voluntary public tender offer of Software AG. After the fulfilment of all closing conditions, Mosel Bidco SE, a holding company controlled by funds managed or advised by Silver Lake, announced today the settlement of the tender offer. Software AG shareholders will now receive the offer price of EUR 32.00 in return for each tendered share of Software AG.

On September 15, 2023, Silver Lake had obtained the last outstanding merger control clearance and therefore the final closing condition of the tender offer was fulfilled. Based on the acceptance rate of the tender offer plus the total number of Software AG shares held by Silver Lake (including shares for which Silver Lake has entered into agreements to acquire such shares), Silver Lake has secured 85.1 percent of the share capital and voting rights of Software AG.

Software AG can now implement its deepened strategic partnership with Silver Lake to accelerate the execution of the company's strategy.

About Software AG

Software AG simplifies the connected world. Founded in 1969, it helps deliver the experiences that employees, partners and customers now expect. Its technology creates the digital backbone that integrates applications, devices, data and clouds; empowers streamlined processes; and connects "things" like sensors, devices and machines. It helps 10,000+ organizations to become a truly connected enterprise and make smarter decisions, faster. The Company has about 5,000 employees across more than 70 countries and annual Group revenue of more than €950 million.

Heliad AG: Registration of merger and renaming of FinLab AG to Heliad AG completed

Corporate News

Highlights following the merger: 

- Increase in Net Asset Value (NAV) to c. EUR 150 million. 

- Investments in some of the most promising German start-ups, including Enpal B.V.
and Raisin GmbH with a cumulative NAV of c. EUR 45 million.

- More than EUR 70 million NAV in other non-publicly listed investments.

- Share of c. 4.7% in the publicly listed flatexDEGIRO AG. 

- No management and performance fees; Net expense ratio to NAV of less than 2%. 

- Increase in free float to c. 40% and improved corporate governance.

Frankfurt am Main, October 13, 2023 – Heliad AG (formerly FinLab AG) is pleased to announce today that the merger of Heliad Equity Partners GmbH & Co. KGaA into Heliad AG (formerly FinLab AG) has been successfully registered in the commercial register and has thus become effective. Following the registration of the merger, the planned renaming of the merged company to Heliad AG also became effective.

The operational merger of the two companies can thus be completed in the short term. The shares of the "new" Heliad AG will continue to be listed on the Frankfurt Stock Exchange (open market / MTF) under the stock ticker A7A and ISIN DE0001218063.

The merger offers considerable advantages for shareholders. On the one hand, the critical mass increases to c. EUR 150 million net asset value, this includes stakes in some of the most promising German start-ups - in particular Enpal and Raisin, which together represent a Net Asset Value of more than EUR 45 million. Both companies were able to close significant financing rounds despite a difficult market environment and benefit from growth trends in renewable energy and an adjusted interest rate environment.

Other non-publicly listed companies in the portfolio represent more than EUR 70 million NAV and benefit from strong technology trends. Furthermore, a 4.7% stake in the publicly listed company flatexDEGIRO AG is also included in the portfolio.

Moreover, the merger strengthens governance and transparency for shareholders and increases the free float to c. 40%.

Recurring income from third-party mandates currently amounts to EUR 0.5-1 million. The optimized cost structure after the merger therefore results in a net expense ratio significantly below 2% of the current NAV. Additional fees in the form of management and performance fees do not apply.

Upcoming measures for shareholders

In order to execute the exchange of shares in Heliad Equity Partners GmbH & Co. KGaA into shares in Heliad AG (formerly FinLab AG), pursuant to the German Transformation Act and the provisions of the merger agreement, Heliad Equity Partners GmbH & Co. KGaA has appointed Berenberg Bank (Joh. Berenberg, Gossler & Co. KG) as trustee.

The existing shareholders of Heliad Equity Partners GmbH & Co. KGaA shall receive, in accordance with the provisions of the merger agreement, 5 (five) shares in Heliad AG (formerly FinLab AG) for every 12 (twelve) shares in Heliad Equity Partners GmbH & Co. KGaA. The exchange is executed by granting the existing shareholders partial rights to new shares in Heliad AG (formerly FinLab AG) in accordance with the exchange ratio. Each partial right corresponds to 5/12 of a full right to be exchanged into a whole share in Heliad AG (formerly FinLab AG).

The conversion into the partial rights of Heliad AG (formerly FinLab AG) will be carried out directly by Clearstream Bank AG. This conversion shall take place without the involvement of the custodian banks. Based on the holdings on the "record date" October 20, 2023,  in the evening, in the shares ISIN DE000A0L1NN5, the corresponding partial rights (ISIN DE000A37FTU4) to be exchanged into the new shares of Heliad AG (formerly FinLab AG) will be credited to the custodian banks on the "payment date" October 20, 2023 in the specified ratio and the holdings of the previous shares in Heliad Equity Partners GmbH & Co. KGaA (ISIN DE000A0L1NN5) will be derecognized at the same time. 

The partial rights to which each depository customer is entitled will be merged into full rights and then exchanged for new shares in Heliad AG (formerly FinLab AG) (ISIN DE0001218063). This exchange process is expected to be conducted between October 23, 2023 and the beginning of November. At the end of the exchange process, some partial rights per depository customer might have not been able to be combined into full rights und consequently could not be converted into new shares. Ultimately, those remaining partial rights will be combined into full rights, the resulting shares of Heliad AG (formerly FinLab AG) are sold on the market and the proceeds are credited to the respective depository customer in accordance with the number of his partial rights.

About Heliad AG

Heliad invests in market leading, fast-growing technology companies with the target of initiating the next phase of growth. As a publicly listed company and through its strong team and strategic partners, Heliad can support companies pre-, at-, and post-IPO and act as a gateway to public equity capital markets. An evergreen structure allows Heliad to act independently of usual fund lifecycles and provides shareholders with unique access to pre-IPO market returns without any restrictions or limitations in terms of investment size and term commitment.