Wiesbaden,17 November 2023 – The Frankfurt Stock Exchange has informed Aareal Bank AG ("Aareal Bank") that its application for revocation of admission to trading has been granted. As a result, Aareal Bank shares (ISIN: DE000A37FT90) will no longer be traded on the Regulated Market of the Frankfurt Stock Exchange after the end of 21 November 2023.
Marc Hess, Chief Financial Officer of Aareal Bank, said: “Notwithstanding our withdrawal from the regulated stock exchange market, we will continue to communicate transparently and maintain high disclosure standards – especially with a view to what our fixed-income investors expect from us.”
17 November 2023
Aareal Bank AG shares to be delisted from the Frankfurt Stock Exchange, effective upon the end of 21 November 2023
09 November 2023
SYNLAB AG publishes Joint Reasoned Statement on public acquisition offer by Cinven
- Management Board and Supervisory Board of SYNLAB AG published their Joint Reasoned Statement, in which they make a neutral statement. The Boards abstain from a recommendation to the SYNLAB Shareholders whether to accept or decline the Offer.
- The Management Board and the Supervisory Board concluded that the offer price of €10.00 per SYNLAB share does not reflect the long-term value of the Company. However, the offer price gives short-term oriented or risk-averse shareholders the possibility of a secure and timely value realisation.
- The Boards rate positively Cinven’s commitment to further strengthen the SYNLAB business strategy, which is aimed at customer centric medical excellence leading to a sustainable and profitable growth trajectory.
- All members of the Management and Supervisory Boards have declared to tender all SYNLAB shares they may hold; Dr Bartholomäus Wimmer will sell 60% of his shares in the Offer and re-invest the remaining shares.
SYNLAB AG (“SYNLAB” or the “Company”, FSE: SYAB), the leader in medical diagnostic services and specialty testing in Europe, announces that pursuant to the German Securities Acquisition and Takeover Act (WpÜG), the Management Board and Supervisory Board of SYNLAB AG today issued their Joint Reasoned Statement on the public acquisition offer (the “Offer”) by Ephios Luxembourg S.à r.l. (the “Investor”), an entity controlled by funds managed and/or advised by Cinven.
Based on a careful assessment of the Offer, the Management Board and the Supervisory Board conclude that they are unable to recommend that SYNLAB Shareholders accept or decline the Offer which is why they abstain from a recommendation by giving a neutral statement.
After conducting a careful and comprehensive analysis of the financial appropriateness of the offered consideration for the SYNLAB shares, theManagement Board and Supervisory Board share the opinion that the offer price of €10.00 per SYNLAB share is inadequate for SYNLAB shareholders from a financial point of view and does not reflect the long-term value of the SYNLAB AG appropriately. However, it provides a potentially attractive exit opportunity for risk-averse or short-term oriented investors in the current market environment. Moreover, the offer price gives the shareholders the possibility of a secure and timely value realisation subject to very limited offer conditions.
The Boards commissioned financial advisors to provide an opinion on the adequacy of the offer price. The opinion of Lazard Frères SAS (advising the Management Board) and ParkView Partner GmbH (advising the Supervisory Board) were reviewed by each Board separately and both support the assessment of the Boards that the offer price is not adequate from a financial point of view.
Due to potential conflicts of interest and for efficiency reasons, the Supervisory Board established a Takeover Committee, consisting of the independent Supervisory Board members and authorised the Takeover Committee to support the Management Board and to prepare a Reasoned Statement for the Supervisory Board.
Cinven fully supports the current business and transformation strategy of SYNLAB
The Management Board and the Supervisory Board view Cinven as an experienced and long-standing shareholder of and partner for SYNLAB, which is well-equipped to support the Management Board in driving operating efficiencies in a sustainable way. The Management Board and Supervisory Board rate the fact positively that Cinven intends to support the Company´s business strategy and significantly strengthen the position of the SYNLAB Group in the prevailing market and to consolidate its position as leader of medical diagnostic services and specialty testing in Europe. Cinven’s confirmation of the SYNLAB long-term strategy thus underlines the fundamentally good positioning and proper strategic orientation of SYNLAB. Regarding the prospects of SYNLAB AG after a successful transaction, the Management Board and Supervisory Board are, in principle, comfortable with the investment, future cooperation and the commitment of Cinven.
Cinven’s Offer follows a period of thorough assessment during which the Management Board has performed its fiduciary duties with the help of the investment bank Lazard and held constructive talks with Cinven and other interested parties after Cinven approached the Management Board in March this year. In the course of these discussions, Cinven’s proposal emerged as the most attractive in the current environment.
Mathieu Floreani, CEO of SYNLAB AG commented: “After our thorough evaluation of the Offer, we can confirm our initial assessment that while the offer price is inadequate from a financial point of view, we appreciate the commitment of Cinven to backing our long-term strategy as a long-standing investor and partner. We intend to continue implementing this strategy and further strengthen our position as a leader in medical diagnostics and specialty testing.”
Chairman of the Supervisory Board Prof. Dr David Ebsworth commented: “The offer price does not reflect the long-term value of the Company. However, it gives shareholders the possibility of a secure and timely value realisation. Based on the investment agreement we concluded with Cinven, we are confident that we can stay on course and will be able to continue delivering customer-centric medical excellence leading to a sustainable and profitable growth trajectory.”
Management and Supervisory Board emphasise shareholder autonomy in decision-making
Based on their thorough evaluation, the Management Board and Supervisory Board conclude that each SYNLAB Shareholder has to decide for him- or herself whether or not to accept the Offer and for how many SYNLAB shares.
All members of the Management Board have signed irrevocable undertakings to sell their shares in the Offer. Further, the members of the Supervisory Board have declared that they will tender all SYNLAB Shares they currently may hold or indirectly control. The member of the Supervisory Board Dr Bartholomäus Wimmer has also signed an irrevocable undertaking to sell 60% of his shares in the Offer and to re-invest the remaining shares.
The period for acceptance of the Offer started upon the publication of the Offer Document on 23 October 2023, and ends on 20 November 2023, 24:00 hrs (CET).
The Joint Reasoned Statement of the Management Board and the Supervisory Board is published on the website of SYNLAB AG pursuant to section 27 WpÜG (non-binding English translation; the binding German version is also available on the website).
Please note that only the Reasoned Statement of the Management Board and the Supervisory Board is authoritative. The information in this press release does not constitute an explanation of or supplement to the contents of the Reasoned Statement and may not contain all information that could be relevant for shareholders of SYNLAB AG. Shareholders of SYNLAB AG should therefore carefully read the entire Reasoned Statement of the Management Board and the Supervisory Board.
- The Management Board and the Supervisory Board concluded that the offer price of €10.00 per SYNLAB share does not reflect the long-term value of the Company. However, the offer price gives short-term oriented or risk-averse shareholders the possibility of a secure and timely value realisation.
- The Boards rate positively Cinven’s commitment to further strengthen the SYNLAB business strategy, which is aimed at customer centric medical excellence leading to a sustainable and profitable growth trajectory.
- All members of the Management and Supervisory Boards have declared to tender all SYNLAB shares they may hold; Dr Bartholomäus Wimmer will sell 60% of his shares in the Offer and re-invest the remaining shares.
SYNLAB AG (“SYNLAB” or the “Company”, FSE: SYAB), the leader in medical diagnostic services and specialty testing in Europe, announces that pursuant to the German Securities Acquisition and Takeover Act (WpÜG), the Management Board and Supervisory Board of SYNLAB AG today issued their Joint Reasoned Statement on the public acquisition offer (the “Offer”) by Ephios Luxembourg S.à r.l. (the “Investor”), an entity controlled by funds managed and/or advised by Cinven.
Based on a careful assessment of the Offer, the Management Board and the Supervisory Board conclude that they are unable to recommend that SYNLAB Shareholders accept or decline the Offer which is why they abstain from a recommendation by giving a neutral statement.
After conducting a careful and comprehensive analysis of the financial appropriateness of the offered consideration for the SYNLAB shares, theManagement Board and Supervisory Board share the opinion that the offer price of €10.00 per SYNLAB share is inadequate for SYNLAB shareholders from a financial point of view and does not reflect the long-term value of the SYNLAB AG appropriately. However, it provides a potentially attractive exit opportunity for risk-averse or short-term oriented investors in the current market environment. Moreover, the offer price gives the shareholders the possibility of a secure and timely value realisation subject to very limited offer conditions.
The Boards commissioned financial advisors to provide an opinion on the adequacy of the offer price. The opinion of Lazard Frères SAS (advising the Management Board) and ParkView Partner GmbH (advising the Supervisory Board) were reviewed by each Board separately and both support the assessment of the Boards that the offer price is not adequate from a financial point of view.
Due to potential conflicts of interest and for efficiency reasons, the Supervisory Board established a Takeover Committee, consisting of the independent Supervisory Board members and authorised the Takeover Committee to support the Management Board and to prepare a Reasoned Statement for the Supervisory Board.
Cinven fully supports the current business and transformation strategy of SYNLAB
The Management Board and the Supervisory Board view Cinven as an experienced and long-standing shareholder of and partner for SYNLAB, which is well-equipped to support the Management Board in driving operating efficiencies in a sustainable way. The Management Board and Supervisory Board rate the fact positively that Cinven intends to support the Company´s business strategy and significantly strengthen the position of the SYNLAB Group in the prevailing market and to consolidate its position as leader of medical diagnostic services and specialty testing in Europe. Cinven’s confirmation of the SYNLAB long-term strategy thus underlines the fundamentally good positioning and proper strategic orientation of SYNLAB. Regarding the prospects of SYNLAB AG after a successful transaction, the Management Board and Supervisory Board are, in principle, comfortable with the investment, future cooperation and the commitment of Cinven.
Cinven’s Offer follows a period of thorough assessment during which the Management Board has performed its fiduciary duties with the help of the investment bank Lazard and held constructive talks with Cinven and other interested parties after Cinven approached the Management Board in March this year. In the course of these discussions, Cinven’s proposal emerged as the most attractive in the current environment.
Mathieu Floreani, CEO of SYNLAB AG commented: “After our thorough evaluation of the Offer, we can confirm our initial assessment that while the offer price is inadequate from a financial point of view, we appreciate the commitment of Cinven to backing our long-term strategy as a long-standing investor and partner. We intend to continue implementing this strategy and further strengthen our position as a leader in medical diagnostics and specialty testing.”
Chairman of the Supervisory Board Prof. Dr David Ebsworth commented: “The offer price does not reflect the long-term value of the Company. However, it gives shareholders the possibility of a secure and timely value realisation. Based on the investment agreement we concluded with Cinven, we are confident that we can stay on course and will be able to continue delivering customer-centric medical excellence leading to a sustainable and profitable growth trajectory.”
Management and Supervisory Board emphasise shareholder autonomy in decision-making
Based on their thorough evaluation, the Management Board and Supervisory Board conclude that each SYNLAB Shareholder has to decide for him- or herself whether or not to accept the Offer and for how many SYNLAB shares.
All members of the Management Board have signed irrevocable undertakings to sell their shares in the Offer. Further, the members of the Supervisory Board have declared that they will tender all SYNLAB Shares they currently may hold or indirectly control. The member of the Supervisory Board Dr Bartholomäus Wimmer has also signed an irrevocable undertaking to sell 60% of his shares in the Offer and to re-invest the remaining shares.
The period for acceptance of the Offer started upon the publication of the Offer Document on 23 October 2023, and ends on 20 November 2023, 24:00 hrs (CET).
The Joint Reasoned Statement of the Management Board and the Supervisory Board is published on the website of SYNLAB AG pursuant to section 27 WpÜG (non-binding English translation; the binding German version is also available on the website).
Please note that only the Reasoned Statement of the Management Board and the Supervisory Board is authoritative. The information in this press release does not constitute an explanation of or supplement to the contents of the Reasoned Statement and may not contain all information that could be relevant for shareholders of SYNLAB AG. Shareholders of SYNLAB AG should therefore carefully read the entire Reasoned Statement of the Management Board and the Supervisory Board.
07 November 2023
Spark Networks SE: StaRUG Proceeding
On October 9, 2023, Spark Networks SE filed a notification of restructuring and a restructuring plan (the “Restructuring Plan”) in the Local Court Charlottenburg, Berlin, Germany – Restructuring Court (the “German Court”) pursuant to the Act on the Stabilization and Restructuring Framework for Companies (Gesetz über den Stabilisierungs- und Restrukturierungsrahmen für Unternehmen, StaRUG) (“StaRUG”) and initiated a restructuring proceeding (the “StaRUG Proceeding”).
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