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.