Press release
Mannheim, February 28, 2024
- Stake of Südzucker AG in CropEnergies AG increased to 94.2 percent as of today
- Listing of CropEnergies AG on the Frankfurt Stock Exchange expires at the end of February 28, 2024
Südzucker AG (”Südzucker”) announced on February 21, 2024, the results of the public delisting tender offer in connection with the delisting of CropEnergies AG (“CropEnergies”). During the acceptance period, which ended on February 16, 2024, 9,191,764 CropEnergies shares were tendered into the offer. This corresponds to approximately 10.5 percent of all outstanding CropEnergies shares. Including the CropEnergies shares acquired by Südzucker outside of the delisting tender offer, Südzucker’s shareholding in CropEnergies has increased (from around 69.2 percent) to around 94.2 percent as of today.
The listing of CropEnergies on the regulated market of the Frankfurt Stock Exchange will expire at the end of February 28, 2024, as announced by the Frankfurt Stock Exchange on February 23, 2024.
Dr Niels Pörksen, CEO of Südzucker, comments: “We are delighted that we were able to increase our shareholding in CropEnergies significantly following the successful conclusion of our attractive offer. We consider this to be a strong endorsement of the CropEnergies shareholders’ trust in the Südzucker Group which now presents itself with a clear capital market profile. We will use the freedom gained to implement our growth strategy.”
Important notice
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of CropEnergies AG nor an offer or recommendation to purchase shares of Südzucker AG.
The delisting tender offer has been published exclusively under the laws of the Federal Republic of Germany, in particular in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”) and the German Stock Exchange Act (Börsengesetz), as well as certain applicable provisions of the U.S. Securities Exchange Act. The offer document and further documentation relating to the delisting tender offer is available at www.powerofplants-offer.com. Any contract concluded on the basis of the delisting tender offer is exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
To the extent permissible under applicable law or regulation, and in accordance with German market practice, Südzucker AG, its affiliates or its brokers may have purchased or concluded agreements to purchase, or may purchase or conclude agreements to purchase, on the stock exchange or over the counter, directly or indirectly, shares of CropEnergies AG outside of the scope of the delisting tender offer, during or after the period in which the offer remained open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares of CropEnergies AG. These purchases may have been or may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Information on such purchases or purchase agreements, stating the number of CropEnergies shares acquired or to be acquired and the consideration granted or agreed, have been or will be published in accordance with the applicable statutory provisions, in particular section 23(2) WpÜG, in the German Federal Gazette and, if required by foreign legal systems, in English via an electronic dissemination system. Corresponding information is also available in the form of an English translation on the internet at www.powerofplants-offer.com.
29 February 2024
22 February 2024
Tion Renewables AG: Increase of the squeeze-out cash compensation from EUR 29.19 to EUR 30.33 per share of Tion Renewables AG
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Gruenwald, February 21, 2024. As announced by Tion Renewables AG on January 11, 2024 by way of an ad-hoc announcement, Boè AcquiCo GmbH (at that time still operating under Hopper BidCo GmbH), an acquisition company indirectly held by EQT Active Core Infrastructure SCSp, informed Tion Renewables AG on the same day that it had set the cash compensation for the intended squeeze-out of minority shareholders pursuant to sections 327a et seqq. of the German Stock Corporation Act (AktG) at EUR 29.19 per share of Tion Renewables AG.
Boè AcquiCo GmbH has informed the Management Board of Tion Renewables AG today that it has decided to increase the cash compensation from EUR 29.19 to EUR 30.33 per share of Tion Renewables AG. Against this background, the Management Board of Tion Renewables AG will adjust its proposed resolution on the transfer of the shares of the minority shareholders to Boè AcquiCo GmbH to the extraordinary general meeting of Tion Renewables AG on February 22, 2024 accordingly.
Gruenwald, February 21, 2024
Gruenwald, February 21, 2024. As announced by Tion Renewables AG on January 11, 2024 by way of an ad-hoc announcement, Boè AcquiCo GmbH (at that time still operating under Hopper BidCo GmbH), an acquisition company indirectly held by EQT Active Core Infrastructure SCSp, informed Tion Renewables AG on the same day that it had set the cash compensation for the intended squeeze-out of minority shareholders pursuant to sections 327a et seqq. of the German Stock Corporation Act (AktG) at EUR 29.19 per share of Tion Renewables AG.
Boè AcquiCo GmbH has informed the Management Board of Tion Renewables AG today that it has decided to increase the cash compensation from EUR 29.19 to EUR 30.33 per share of Tion Renewables AG. Against this background, the Management Board of Tion Renewables AG will adjust its proposed resolution on the transfer of the shares of the minority shareholders to Boè AcquiCo GmbH to the extraordinary general meeting of Tion Renewables AG on February 22, 2024 accordingly.
Gruenwald, February 21, 2024
Tion Renewables AG
The Management Board
The Management Board
21 February 2024
Software AG: Delisting will take effect at the end of the day on February 23, 2024 in accordance with the resolution of the Frankfurt Stock Exchange
Darmstadt (20.02.2024/14:30 UTC+1)
Software AG (the "Company"; ISIN DE000A2GS401) was informed today of the resolution reached by the Management Board of the Frankfurt Stock Exchange on 20 February, 2023, that the application for withdrawal of the admission of the Company's shares to trading on the regulated market of the Frankfurt Stock Exchange under ISIN DE000A2GS401 and in the sub-segment of the regulated market of the Frankfurt Stock Exchange with additional follow-up obligations (Prime Standard) will take effect at the end of the day on February 23, 2024. The Company will additionally apply to the stock exchanges in Berlin (in the Berlin Second Regulated Market sub-segment), Düsseldorf, Hamburg, Hanover, Munich and Stuttgart as well as to the electronic trading system Tradegate requesting that the Company's shares no longer be traded over-the-counter on these stock exchanges, where possible with effect from the end of the day on February 23, 2024 or shortly thereafter, and that existing listings be discontinued effective as of this date.
All transparency obligations associated with a listing on the regulated market of the Frankfurt Stock Exchange, such as the ad hoc publication obligation and the obligation to prepare half-yearly financial reports and quarterly statements, will no longer apply after February 23, 2024.
On January 26, 2024, Mosel Bidco SE published a public Delisting Offer pursuant to Section 39 para. 2 sentence 3 no. 1 BörsG (German Stock Exchange Act) in conjunction with Section 14 para. 2 and 3 WpÜG (German Takeover Act) to acquire all shares in the Company not already directly held by Mosel Bidco SE for a price of EUR 32.00 per share. The acceptance period of the Delisting Offer commenced upon publication and will expire on February 23, 2024, 24:00 hours (Frankfurt am Main local time). At the time of publication of the Delisting Offer, Mosel Bidco SE stated that it held 93.33% of the Company's issued shares.
In addition, on January 19, 2024, Mosel Bidco SE submitted the formal request to the Management Board of the Company to proceed with transfer of shares held by minority shareholders of the Company in exchange for appropriate cash compensation in connection with a merger of the Company into Mosel Bidco SE by absorption (so-called merger squeeze-out) pursuant to Section 62 para. 1 and para. 5 sentence 1 UmwG (German Transformation Act) in conjunction with Section 327a et seq. of the AktG (German Stock Corporation Act), Art. 9 para. 1 c) of the SE Regulation, and, for this purpose, to have the general meeting of the Company resolve on the transfer of shares held by minority shareholders of the Company to Mosel Bidco SE within three months of the conclusion of the merger agreement.
Darmstadt, 20 February, 2024
Software AG
Management Board
Software AG (the "Company"; ISIN DE000A2GS401) was informed today of the resolution reached by the Management Board of the Frankfurt Stock Exchange on 20 February, 2023, that the application for withdrawal of the admission of the Company's shares to trading on the regulated market of the Frankfurt Stock Exchange under ISIN DE000A2GS401 and in the sub-segment of the regulated market of the Frankfurt Stock Exchange with additional follow-up obligations (Prime Standard) will take effect at the end of the day on February 23, 2024. The Company will additionally apply to the stock exchanges in Berlin (in the Berlin Second Regulated Market sub-segment), Düsseldorf, Hamburg, Hanover, Munich and Stuttgart as well as to the electronic trading system Tradegate requesting that the Company's shares no longer be traded over-the-counter on these stock exchanges, where possible with effect from the end of the day on February 23, 2024 or shortly thereafter, and that existing listings be discontinued effective as of this date.
All transparency obligations associated with a listing on the regulated market of the Frankfurt Stock Exchange, such as the ad hoc publication obligation and the obligation to prepare half-yearly financial reports and quarterly statements, will no longer apply after February 23, 2024.
On January 26, 2024, Mosel Bidco SE published a public Delisting Offer pursuant to Section 39 para. 2 sentence 3 no. 1 BörsG (German Stock Exchange Act) in conjunction with Section 14 para. 2 and 3 WpÜG (German Takeover Act) to acquire all shares in the Company not already directly held by Mosel Bidco SE for a price of EUR 32.00 per share. The acceptance period of the Delisting Offer commenced upon publication and will expire on February 23, 2024, 24:00 hours (Frankfurt am Main local time). At the time of publication of the Delisting Offer, Mosel Bidco SE stated that it held 93.33% of the Company's issued shares.
In addition, on January 19, 2024, Mosel Bidco SE submitted the formal request to the Management Board of the Company to proceed with transfer of shares held by minority shareholders of the Company in exchange for appropriate cash compensation in connection with a merger of the Company into Mosel Bidco SE by absorption (so-called merger squeeze-out) pursuant to Section 62 para. 1 and para. 5 sentence 1 UmwG (German Transformation Act) in conjunction with Section 327a et seq. of the AktG (German Stock Corporation Act), Art. 9 para. 1 c) of the SE Regulation, and, for this purpose, to have the general meeting of the Company resolve on the transfer of shares held by minority shareholders of the Company to Mosel Bidco SE within three months of the conclusion of the merger agreement.
Darmstadt, 20 February, 2024
Software AG
Management Board
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