Press Release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION
- The Offer is based on an investment and delisting agreement entered into today between Beowolff Capital and artnet which sets forth the joint strategy for artnet in a private ownership setting
- Offer provides for an all-cash consideration of €11.25 per artnet share, representing a significant premium of c. 97% to the undistorted XETRA closing share price of artnet on March 3, 2025
- Beowolff Capital has already secured a stake of 65% of artnet’s entire share capital
- Envisaged transaction would establish Beowolff Capital as a premier investment entity that aims to expand the art market among both buyers and sellers
- Shareholders of artnet have the opportunity for immediate value crystallization by tendering their shares into the takeover offer with a significant premium before the delisting
- artnet’s Management Board and Supervisory Board welcome the offer and appreciate Beowolff Capital’s decision to support artnet’s long-term development in a private ownership setting with a stable, long-term shareholder
Berlin, Germany/New York, USA/London, U.K. – May 27, 2025: SCUR-Alpha 1849 GmbH (in future: Leonardo Art Holdings GmbH), an investment vehicle advised by Beowolff Capital Management Ltd. (collectively, “Beowolff Capital”), today signed an investment and delisting agreement with artnet AG (“artnet”) and published its intention to launch a voluntary public takeover and delisting offer (the “Offer”) for artnet. Beowolff Capital offers artnet shareholders €11.25 in cash per artnet share (the “Offer Price”). The Offer Price implies a significant premium of c. 97% to the XETRA closing share price of artnet on March 3, 2025, the last trading day prior to the publication of an ad-hoc notification of artnet’s major shareholder Weng Fine Art AG about a potential takeover offer for artnet by an interested party for an offer price of €11.00, and c. 56% to the volume weighted share price of €7.20 in the three-month period preceding such date. It further implies a premium of c. 38% to the XETRA closing share price of artnet on April 10, 2025, the last trading day prior to the publication of an ad-hoc publication of artnet about ongoing negotiations about a potential takeover offer for artnet for an offer price of at least €11.00.
artnet is a leading data, media, and digital marketplace provider to the international art market. Founded in 1989 by Hans Neuendorf, artnet has revolutionized the way collectors, professionals, and art market enthusiasts discover, research, and collect art today. artnet has 67 million unique users annually, making it the largest global platform for fine art.
Beowolff Capital is a private investment firm which combines long-term, value-added partner capital with its own balance sheet and founder capital to take substantial positions in a highly concentrated portfolio of investments. It employs its proprietary digital, data, and artificial intelligence capabilities to grow its companies, generate substantial investment returns, and make the world a better place.
The Offer for artnet follows Beowolff Capital’s recent majority investment in Artsy, the largest online marketplace for discovering and buying fine art. These two transactions are foundational steps toward the creation of a portfolio of market-leading companies to enhance scale and drive collaboration and profitability.
Andrew Wolff, Chief Executive Officer of Beowolff Capital, said: “The digital art market is ripe for accelerated innovation. Through our growing portfolio of control investments in market-leading companies, we are building a symbiotic ecosystem powered by shared artificial intelligence tools. Our platform will deliver next-generation products, better serve all market participants, and make art more accessible to everyone.”
Through the proposed transaction Beowolff Capital would enable artnet in a private ownership setting to enhance its strong commercial proposition to its customers and deepen the competitive position of its database, media, and marketplace business lines.
Jan Petzel, Chief Investment Officer of Beowolff Capital, added: “artnet represents a compelling opportunity that aligns perfectly with our goal of building an interconnected art market. The strength of the artnet brand and scale of its global reach are significant, and we intend to further develop and enhance its value proposition.”
Jacob Pabst, Chief Executive Officer of artnet, stated: “This transaction comes at a pivotal moment for artnet’s innovation and product development. I am deeply proud of the artnet team, whose dedication and hard work have been instrumental in driving our global expansion. It’s incredibly rewarding to see their efforts recognized, as this will finally allow us to accelerate the initiatives they have worked so hard to build. Beowolff Capital’s long-standing support of artnet gives me confidence in their commitment and optimism for our partnership. We believe that the proposed transaction offers our customers new opportunities to strengthen their businesses and deepen their patronage of the arts.”
Furthermore, both the Management Board and Supervisory Board of artnet welcome the Offer and appreciate the constructive dialogue with Beowolff Capital. They believe that it presents an opportunity to support the company’s long-term development in a more stable, private environment, while also offering artnet’s shareholders an opportunity to crystallize the value of their investment.
Key transaction details
Beowolff Capital will finance the Offer on an all-equity basis and does not require external financing or debt. Beowolff Capital has already secured a stake of 65% in artnet's entire share capital through irrevocable undertakings and share purchase agreements, including with Weng Fine Art AG.
In addition, Beowolff Capital and artnet are convinced that artnet would be best positioned in a private ownership setting with a stable, long-term shareholder. This would allow it to accelerate its business strategy away from the volatility and costs of a public market listing and short-term earnings pressures. In connection with the offer announcement, Beowolff Capital and artnet have today entered into an investment and delisting agreement. In this agreement, Beowolff Capital and artnet have agreed that, subject to customary conditions and caveats, artnet will support the Offer, apply for the revocation of the admission of the artnet shares to trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with effect as of the end of the additional acceptance period of the Offer (Delisting), and take all commercially reasonable steps and measures to terminate the inclusion of the artnet shares in trading on the open market. This may result in a very limited liquidity and price availability for artnet shares. The delisting from the regulated market will also terminate artnet’s comprehensive financial reporting obligations and capital market publication requirements. Prior to the delisting, shareholders of artnet have the opportunity for value crystallisation by tendering their shares into the Offer.
Next steps
The Offer will not be subject to any conditions and otherwise be made on, and subject to, the terms set out in the offer document for the Offer (“Offer Document”), which is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). Following such approval by BaFin, the Offer Document will be published in accordance with the German Stock Exchange Act (Börsengesetz) and the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the acceptance period of the Offer will commence. The Offer Document (once available) and other information relating to the Offer will be published on the following website: www.leonardo-offer.com.
Advisors
Beowolff Capital is advised by ParkView Partners as exclusive financial advisor and Kirkland & Ellis as legal advisor on this transaction. artnet is advised by Noerr as legal advisor on this transaction.
28 May 2025
21 May 2025
innoscripta SE sets final price for IPO at EUR 120.00 per share
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS RELEASE.
Disclosure of inside information acc. to Article 17 MAR
Munich, 21 May 2025 innoscripta SE (the "Company", and together with its consolidated subsidiaries "innoscripta"), a leading provider of a Software-as-a-Service ("SaaS") solution in the application process for research & development ("R&D") tax credits and R&D project management in Germany, has set the final offer price for its initial public offering (the "Offering") at EUR 120.00 per share.
In total, approx. 1.82 million existing shares from the holdings of the founder & CEO Michael Hohenester and Co-CEO & CFO Alexander Meyer (the "Selling Shareholders") were placed in connection with the Offering, comprising approx. 1.58 million existing base shares as well as approx. 0.24 million existing shares provided by the Selling Shareholders in connection with the over-allotment option.
The total placement volume amounts to approximately EUR 218 million, assuming full exercise of the greenshoe option. Based on the final offer price, the Company’s market capitalisation will amount to EUR 1.2 billion. The free float of the Company will amount to approx. 18.2%, assuming full exercise of the greenshoe option.
Trading of the Company's shares on the Scale Segment of the Open Market (Freiverkehr) of the Frankfurt Stock Exchange is expected to commence on May 23, 2025 under the trading symbol “1INN” and the ISIN DE000A40QVM8.
Berenberg acted as Sole Global Coordinator and Joint Bookrunner in connection with the Offering alongside Hauck Aufhäuser and M.M.Warburg & CO who acted as further Joint Bookrunners.
About innoscripta
innoscripta is a leading provider of a Software-as-a-Service solution for research & development ("R&D") tax credits and R&D project management in Germany digitizing all relevant workflows and ensuring compliant documentation for R&D tax credits. The innoscripta platform provides solutions that help customers identify, validate, and manage R&D projects and ensure reliable and compliant documentation for R&D tax credits. The Company currently serves a sticky customer base of more than 1,700 customers who are active in over twenty industries. innoscripta is a founder-led, bootstrapped success story with a strong financial profile. The management team is executing a growth strategy focused on the proven success in Germany with additional upside from internationalization and product expansion.
Munich, 21 May 2025 innoscripta SE (the "Company", and together with its consolidated subsidiaries "innoscripta"), a leading provider of a Software-as-a-Service ("SaaS") solution in the application process for research & development ("R&D") tax credits and R&D project management in Germany, has set the final offer price for its initial public offering (the "Offering") at EUR 120.00 per share.
In total, approx. 1.82 million existing shares from the holdings of the founder & CEO Michael Hohenester and Co-CEO & CFO Alexander Meyer (the "Selling Shareholders") were placed in connection with the Offering, comprising approx. 1.58 million existing base shares as well as approx. 0.24 million existing shares provided by the Selling Shareholders in connection with the over-allotment option.
The total placement volume amounts to approximately EUR 218 million, assuming full exercise of the greenshoe option. Based on the final offer price, the Company’s market capitalisation will amount to EUR 1.2 billion. The free float of the Company will amount to approx. 18.2%, assuming full exercise of the greenshoe option.
Trading of the Company's shares on the Scale Segment of the Open Market (Freiverkehr) of the Frankfurt Stock Exchange is expected to commence on May 23, 2025 under the trading symbol “1INN” and the ISIN DE000A40QVM8.
Berenberg acted as Sole Global Coordinator and Joint Bookrunner in connection with the Offering alongside Hauck Aufhäuser and M.M.Warburg & CO who acted as further Joint Bookrunners.
About innoscripta
innoscripta is a leading provider of a Software-as-a-Service solution for research & development ("R&D") tax credits and R&D project management in Germany digitizing all relevant workflows and ensuring compliant documentation for R&D tax credits. The innoscripta platform provides solutions that help customers identify, validate, and manage R&D projects and ensure reliable and compliant documentation for R&D tax credits. The Company currently serves a sticky customer base of more than 1,700 customers who are active in over twenty industries. innoscripta is a founder-led, bootstrapped success story with a strong financial profile. The management team is executing a growth strategy focused on the proven success in Germany with additional upside from internationalization and product expansion.
17 May 2025
Pulsion Medical Systems SE: MAQUET Medical Systems AG submits squeeze-out request to Pulsion Medical Systems SE
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Feldkirchen, 15 May 2025
MAQUET Medical Systems AG, registered office: Rastatt, Kehler Straße 31, 76437 Rastatt (AG Mannheim HRB 719044), an indirect subsidiary of Getinge AB, Sweden, submitted a request on 15 May 2025 to Pulsion Medical Systems SE, registered office: Feldkirchen, Hans-Riedl-Str. 21, 85622 Feldkirchen (AG Munich HRB 192563), pursuant to Section 327a (1) 1 of the German Stock Corporation Act (AktG), that the General Meeting of Pulsion Medical Systems SE should pass a resolution at an extraordinary General Meeting to transfer the shares of the remaining shareholders of the company (minority shareholders) to MAQUET Medical Systems AG in return for an appropriate cash compensation (a so-called ‘squeeze-out under stock corporation law’). According to its own information, MAQUET Medical Systems AG holds, directly and indirectly, 95.69 % of the share capital of Pulsion Medical Systems SE after deduction of the number of its own shares. It is therefore the main shareholder within the meaning of Section 327a (1) sentence 1 AktG.
The amount of the cash compensation will be communicated in a specific request and published separately as soon as it has been determined by the necessary valuation of Pulsion Medical Systems SE. Subsequently, the general meeting that is to pass the transfer resolution can be convened. This is expected to take place in the fourth quarter of 2025. The squeeze-out under stock corporation law will only become effective once the approving resolution of the general meeting is passed and the transfer resolution is recorded in the commercial register at the registered office of Pulsion Medical Systems SE. Pulsion Medical Systems SE will announce the date of the general meeting that will decide on the squeeze-out under stock corporation law separately.
Pulsion Medical Systems SE
Feldkirchen, 15 May 2025
MAQUET Medical Systems AG, registered office: Rastatt, Kehler Straße 31, 76437 Rastatt (AG Mannheim HRB 719044), an indirect subsidiary of Getinge AB, Sweden, submitted a request on 15 May 2025 to Pulsion Medical Systems SE, registered office: Feldkirchen, Hans-Riedl-Str. 21, 85622 Feldkirchen (AG Munich HRB 192563), pursuant to Section 327a (1) 1 of the German Stock Corporation Act (AktG), that the General Meeting of Pulsion Medical Systems SE should pass a resolution at an extraordinary General Meeting to transfer the shares of the remaining shareholders of the company (minority shareholders) to MAQUET Medical Systems AG in return for an appropriate cash compensation (a so-called ‘squeeze-out under stock corporation law’). According to its own information, MAQUET Medical Systems AG holds, directly and indirectly, 95.69 % of the share capital of Pulsion Medical Systems SE after deduction of the number of its own shares. It is therefore the main shareholder within the meaning of Section 327a (1) sentence 1 AktG.
The amount of the cash compensation will be communicated in a specific request and published separately as soon as it has been determined by the necessary valuation of Pulsion Medical Systems SE. Subsequently, the general meeting that is to pass the transfer resolution can be convened. This is expected to take place in the fourth quarter of 2025. The squeeze-out under stock corporation law will only become effective once the approving resolution of the general meeting is passed and the transfer resolution is recorded in the commercial register at the registered office of Pulsion Medical Systems SE. Pulsion Medical Systems SE will announce the date of the general meeting that will decide on the squeeze-out under stock corporation law separately.
Pulsion Medical Systems SE
1&1 AG: Voluntary public partial acquisition offer by United Internet AG to increase its stake in 1&1 AG
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Montabaur, 16 May 2025 – The Management Board of United Internet AG today published its decision to make a voluntary public acquisition offer in the form of a partial offer pursuant to Section 10 (1) and (3) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetzes, "WpÜG "), as set out below.
The Management Board and Supervisory Board of 1&1 AG will review the corresponding offer document in accordance with the statutory provisions and issue a statement as soon as it has been submitted to the company.
Wording of the announcement of United Internet AG
PUBLICATION PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ÜBERNAHMEGESETZ – WPÜG)
Bidder:
United Internet AG
Elgendorfer Str. 57
56410 Montabaur
Germany
registered with the commercial register of the local court (Amtsgericht) Montabaur under HRB 5762
Target company:
1&1 AG
Elgendorfer Str. 57
56410 Montabaur
Germany
registered with the commercial register of the local court (Amtsgericht) Montabaur under HRB 28530
ISIN: DE0005545503
The offer document will be published on the Internet once such publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) at:
https://www.united-internet.de/en/investor-relations/offer-2025.html
On May 16, 2025, United Internet AG, with its registered office in Montabaur, Germany (the “Bidder”), decided to submit a voluntary public acquisition offer in the form of a partial offer to the shareholders of 1&1 AG (the “Offer”), with its registered office in Montabaur, Germany (the “Company”), to acquire up to 16,250,827 no-par value bearer shares in the Company not already directly held by the Bidder, corresponding to approximately 9.19 % of the share capital, each with a notional interest in the share capital of EUR 1.10 (ISIN DE0005545503 / WKN 554550) (the “1&1 Shares”).
The Offer provides for payment of a cash consideration of EUR 18.50 per 1&1 Share, representing a premium of (i) approx. 20% over yesterday's closing price in XETRA trading on the Frankfurt Stock Exchange and (ii) approx. 29% over the volume-weighted average stock price of the 1&1 Share in XETRA trading on the Frankfurt Stock Exchange during the three months prior to this announcement. The definitive number of 1&1 Shares subject to the Offer will be set forth in the offer document.
The Bidder currently directly holds 142,837,357 1&1 Shares which represent approximately 80.81 % of the share capital of the Company. The Bidder's shareholding in the Company would increase in proportion to the number of 1&1 Shares for which the Offer is accepted.
The Bidder currently has no intention to conclude a domination agreement and/or profit and loss transfer agreement with 1&1 AG. The 1&1 Shares will continue to be traded in XETRA trading on the Frankfurt Stock Exchange after completion of the voluntary public acquisition offer. Delisting and squeeze out are not intended.
The Offer will be made in accordance with the terms and conditions set forth in the offer document to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin). The offer document and other information relating to the Offer will be available on the internet at https://www.united-internet.de/en/investor-relations/offer-2025.html . Additionally, the publication of the offer document will be announced in the federal gazette (Bundesanzeiger).
Disclaimer
This announcement must not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This announcement is not directed at, or intended to be transmitted to or used by, any person who is a national or resident of, or located in, any state, country or other jurisdiction where the transmission, publication, use or making available of this announcement would violate applicable law or would require a registration or license within such jurisdiction.
Neither this announcement nor its contents may be published, sent, distributed or disseminated in the United States of America by use of a postal service or by any other means or instrument of interstate commerce or of foreign trade or of the facilities of any national stock exchange of the United States of America. This includes, without limitation, transmission by fax, electronic mail, telex, telephone and the Internet. Copies of this announcement and other related documents may not be sent or transmitted to or within the United States of America either.
This announcement does not constitute an offer for the purchase of securities, or a solicitation to make an offer for the purchase of securities, of the Company in the United States of America, Germany or any other jurisdiction.
This announcement contains forward-looking statements. These statements are based on the current views, expectations and assumptions of 1&1 AG's management and contain known and unknown risks and uncertainties that could cause the actual results, performance or events to differ materially from those expressed or implied by such forward-looking statements. Actual results, performance or events may differ materially from those described therein due to, among other things, changes in the general economic environment or competitive situation, risks associated with capital markets, foreign exchange rate fluctuations and competition from other companies, changes in a foreign or domestic legal system, particularly with respect to the tax environment, that affect 1&1 AG, or other factors. 1&1 AG assumes no obligation to update forward-looking statements.
Montabaur, 16 May 2025
1&1 AG
The Management Board
The Management Board and Supervisory Board of 1&1 AG will review the corresponding offer document in accordance with the statutory provisions and issue a statement as soon as it has been submitted to the company.
Wording of the announcement of United Internet AG
PUBLICATION PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ÜBERNAHMEGESETZ – WPÜG)
Bidder:
United Internet AG
Elgendorfer Str. 57
56410 Montabaur
Germany
registered with the commercial register of the local court (Amtsgericht) Montabaur under HRB 5762
Target company:
1&1 AG
Elgendorfer Str. 57
56410 Montabaur
Germany
registered with the commercial register of the local court (Amtsgericht) Montabaur under HRB 28530
ISIN: DE0005545503
The offer document will be published on the Internet once such publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) at:
https://www.united-internet.de/en/investor-relations/offer-2025.html
On May 16, 2025, United Internet AG, with its registered office in Montabaur, Germany (the “Bidder”), decided to submit a voluntary public acquisition offer in the form of a partial offer to the shareholders of 1&1 AG (the “Offer”), with its registered office in Montabaur, Germany (the “Company”), to acquire up to 16,250,827 no-par value bearer shares in the Company not already directly held by the Bidder, corresponding to approximately 9.19 % of the share capital, each with a notional interest in the share capital of EUR 1.10 (ISIN DE0005545503 / WKN 554550) (the “1&1 Shares”).
The Offer provides for payment of a cash consideration of EUR 18.50 per 1&1 Share, representing a premium of (i) approx. 20% over yesterday's closing price in XETRA trading on the Frankfurt Stock Exchange and (ii) approx. 29% over the volume-weighted average stock price of the 1&1 Share in XETRA trading on the Frankfurt Stock Exchange during the three months prior to this announcement. The definitive number of 1&1 Shares subject to the Offer will be set forth in the offer document.
The Bidder currently directly holds 142,837,357 1&1 Shares which represent approximately 80.81 % of the share capital of the Company. The Bidder's shareholding in the Company would increase in proportion to the number of 1&1 Shares for which the Offer is accepted.
The Bidder currently has no intention to conclude a domination agreement and/or profit and loss transfer agreement with 1&1 AG. The 1&1 Shares will continue to be traded in XETRA trading on the Frankfurt Stock Exchange after completion of the voluntary public acquisition offer. Delisting and squeeze out are not intended.
The Offer will be made in accordance with the terms and conditions set forth in the offer document to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin). The offer document and other information relating to the Offer will be available on the internet at https://www.united-internet.de/en/investor-relations/offer-2025.html . Additionally, the publication of the offer document will be announced in the federal gazette (Bundesanzeiger).
Disclaimer
This announcement must not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This announcement is not directed at, or intended to be transmitted to or used by, any person who is a national or resident of, or located in, any state, country or other jurisdiction where the transmission, publication, use or making available of this announcement would violate applicable law or would require a registration or license within such jurisdiction.
Neither this announcement nor its contents may be published, sent, distributed or disseminated in the United States of America by use of a postal service or by any other means or instrument of interstate commerce or of foreign trade or of the facilities of any national stock exchange of the United States of America. This includes, without limitation, transmission by fax, electronic mail, telex, telephone and the Internet. Copies of this announcement and other related documents may not be sent or transmitted to or within the United States of America either.
This announcement does not constitute an offer for the purchase of securities, or a solicitation to make an offer for the purchase of securities, of the Company in the United States of America, Germany or any other jurisdiction.
This announcement contains forward-looking statements. These statements are based on the current views, expectations and assumptions of 1&1 AG's management and contain known and unknown risks and uncertainties that could cause the actual results, performance or events to differ materially from those expressed or implied by such forward-looking statements. Actual results, performance or events may differ materially from those described therein due to, among other things, changes in the general economic environment or competitive situation, risks associated with capital markets, foreign exchange rate fluctuations and competition from other companies, changes in a foreign or domestic legal system, particularly with respect to the tax environment, that affect 1&1 AG, or other factors. 1&1 AG assumes no obligation to update forward-looking statements.
Montabaur, 16 May 2025
1&1 AG
The Management Board
H&R Holding GmbH announces voluntary public tender offer for all outstanding shares of H&R GmbH & Co. KGaA
Corporate News 16 May 2025
- The Offer aims to increase Nils Hansen’s shareholding from 61.45% to at least 85%
- With a consolidated shareholder structure, the necessary transformation of the company can be driven much more consistently and efficiently
- Significant investment will constrain the dividend payout capacity and share price potential for years to come
- The Offer in the amount of EUR 5.00 per H&R KGaA share offers shareholders the unique opportunity to tender their shares at a secure and attractive premium of (i) 31.23% compared to the XETRA closing share price on 15 May 2025, (ii) 28.46% compared to the volume-weighted average XETRA share price over the last three months and (iii) 32.79% compared to the volume-weighted average XETRA share price during the last six months
- The Offer will be subject to a minimum acceptance threshold of 85%
H&R Holding GmbH (the “Bidder”), a company controlled by Nils Hansen, today announced a voluntary public tender offer for all outstanding shares in H&R GmbH & Co. KGaA (“H&R KGaA”, ISIN: DE000A2E4T77), a specialty-chemicals company focused on the development and manufacturing of chemical and pharmaceutical specialty products based on fossil, biomass, synthesized and recycled hydrocarbons and the production of high-precision plastic parts (the “Offer”). The Offer is aimed at increasing Nils Hansen’s stake in H&R KGaA, who already holds 61.45% in H&R KGaA shares.
Significant investment in transformation required to position H&R KGaA for the future
As a specialty-chemicals company, H&R KGaA operates in a challenging environment characterized by strong global competition, high energy costs and increasing demands on innovation and the sustainability of products and production sites. This is accompanied by high regulatory pressure.
In order to remain internationally competitive, the company will have to make significant investments in the renewal and transformation of its refineries in the coming years. This will tie up significant financial resources of H&R KGaA, limit its earnings potential and thus restrict its ability to pay dividends for years to come. The Offer therefore enables shareholders to sell their shares at a secure premium. This is a unique opportunity for shareholders to sell a share with low liquidity and high volatility to the owner family on attractive terms.
The Bidder and the management of H&R KGaA believe that the company would benefit from a simplified shareholder structure and consolidated shares. Following the successful completion of the Offer, the Bidder also intends to examine the possibility of implementing a delisting offer or a squeeze-out, provided this is economically and operationally prudent at the time. This would aim at supporting the necessary transformation of H&R KGaA’s German refinery sites outside the stock market environment. The listing, along with its associated reporting requirements and administrative expenses, imposes significant costs on the company – resources that could instead be directed towards ensuring H&R KGaA’s future viability.
“We look back on decades of successes, challenges, and bold decisions in our company’s history. In an increasingly challenging environment, our company is again entering a pivotal phase. As an owner family, we take responsibility and intend to increase our shareholding. We firmly believe that a consolidated shareholder structure can play a decisive role in driving the transformation of the company. We therefore call on our shareholders to support us in this important step by offering them a secure and attractive premium at a challenging time for the company,” said Nils Hansen, controlling shareholder of H&R Holding GmbH and H&R GmbH & Co. KGaA.
“While we can look back on solid business years, we must also recognize that the industry is undergoing profound changes that cannot be ignored. To remain competitive in the long term, we need to make transformational decisions and significant investments. This will severely limit our company’s dividend payout capacity and our share price potential for the foreseeable future. This step would give us greater financial and organizational flexibility to drive the necessary further development of the company, and our shareholders would receive a secure premium. As a management team, we therefore fully support the Offer,” said Niels H. Hansen, CEO of H&R GmbH & Co. KGaA.
Key information on the voluntary public tender offer
The Bidder intends to make a cash offer to all shareholders of H&R KGaA in the amount of EUR 5.00 per H&R KGaA share. This corresponds to a premium of (i) 31.23% compared to the XETRA closing share price on 15 May 2025, (ii) 28.46% compared to the volume-weighted average XETRA share price over the last three months and (iii) 32.79% compared to the volume-weighted average XETRA share price during the last six months.
The Offer will be subject to a minimum acceptance threshold of 85% of the outstanding H&R KGaA shares, including 61.45% of the H&R KGaA shares already attributed to Nils Hansen. In addition, the Bidder has entered into a contribution agreement for a total of 6.06% of H&R KGaA shares with Wilhelm Scholten Beteiligungen GmbH, Ölfabrik Wilhelm Scholten GmbH and SRS Schmierstoff Vertrieb GmbH, which are controlled by Wilhelm Scholten. Beyond the minimum acceptance threshold, the Offer will not be subject to any conditions.
The settlement of the Offer is expected to take place in the third quarter of 2025. A dividend for the financial year 2024 to be resolved by the Annual General Meeting of H&R KGaA on 27 May 2025 will be distributed to H&R KGaA shareholders prior to the settlement of the Offer and will remain with the shareholders even if they tender their H&R KGaA shares into the Offer.
The offer document, which contains the detailed terms and conditions of the Offer, as well as further information in connection with the Offer will be published by the Bidder on the website www.chem-offer.com after approval of the publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). At this time, the acceptance period of the Offer will commence.
After publication, the management and the Supervisory Board of H&R KGaA will carefully review the offer document in accordance with their legal obligations and issue a reasoned statement. Both support the Offer and, subject to the review of the offer document, intend to recommend that H&R KGaA shareholders accept the Offer.
- The Offer aims to increase Nils Hansen’s shareholding from 61.45% to at least 85%
- With a consolidated shareholder structure, the necessary transformation of the company can be driven much more consistently and efficiently
- Significant investment will constrain the dividend payout capacity and share price potential for years to come
- The Offer in the amount of EUR 5.00 per H&R KGaA share offers shareholders the unique opportunity to tender their shares at a secure and attractive premium of (i) 31.23% compared to the XETRA closing share price on 15 May 2025, (ii) 28.46% compared to the volume-weighted average XETRA share price over the last three months and (iii) 32.79% compared to the volume-weighted average XETRA share price during the last six months
- The Offer will be subject to a minimum acceptance threshold of 85%
H&R Holding GmbH (the “Bidder”), a company controlled by Nils Hansen, today announced a voluntary public tender offer for all outstanding shares in H&R GmbH & Co. KGaA (“H&R KGaA”, ISIN: DE000A2E4T77), a specialty-chemicals company focused on the development and manufacturing of chemical and pharmaceutical specialty products based on fossil, biomass, synthesized and recycled hydrocarbons and the production of high-precision plastic parts (the “Offer”). The Offer is aimed at increasing Nils Hansen’s stake in H&R KGaA, who already holds 61.45% in H&R KGaA shares.
Significant investment in transformation required to position H&R KGaA for the future
As a specialty-chemicals company, H&R KGaA operates in a challenging environment characterized by strong global competition, high energy costs and increasing demands on innovation and the sustainability of products and production sites. This is accompanied by high regulatory pressure.
In order to remain internationally competitive, the company will have to make significant investments in the renewal and transformation of its refineries in the coming years. This will tie up significant financial resources of H&R KGaA, limit its earnings potential and thus restrict its ability to pay dividends for years to come. The Offer therefore enables shareholders to sell their shares at a secure premium. This is a unique opportunity for shareholders to sell a share with low liquidity and high volatility to the owner family on attractive terms.
The Bidder and the management of H&R KGaA believe that the company would benefit from a simplified shareholder structure and consolidated shares. Following the successful completion of the Offer, the Bidder also intends to examine the possibility of implementing a delisting offer or a squeeze-out, provided this is economically and operationally prudent at the time. This would aim at supporting the necessary transformation of H&R KGaA’s German refinery sites outside the stock market environment. The listing, along with its associated reporting requirements and administrative expenses, imposes significant costs on the company – resources that could instead be directed towards ensuring H&R KGaA’s future viability.
“We look back on decades of successes, challenges, and bold decisions in our company’s history. In an increasingly challenging environment, our company is again entering a pivotal phase. As an owner family, we take responsibility and intend to increase our shareholding. We firmly believe that a consolidated shareholder structure can play a decisive role in driving the transformation of the company. We therefore call on our shareholders to support us in this important step by offering them a secure and attractive premium at a challenging time for the company,” said Nils Hansen, controlling shareholder of H&R Holding GmbH and H&R GmbH & Co. KGaA.
“While we can look back on solid business years, we must also recognize that the industry is undergoing profound changes that cannot be ignored. To remain competitive in the long term, we need to make transformational decisions and significant investments. This will severely limit our company’s dividend payout capacity and our share price potential for the foreseeable future. This step would give us greater financial and organizational flexibility to drive the necessary further development of the company, and our shareholders would receive a secure premium. As a management team, we therefore fully support the Offer,” said Niels H. Hansen, CEO of H&R GmbH & Co. KGaA.
Key information on the voluntary public tender offer
The Bidder intends to make a cash offer to all shareholders of H&R KGaA in the amount of EUR 5.00 per H&R KGaA share. This corresponds to a premium of (i) 31.23% compared to the XETRA closing share price on 15 May 2025, (ii) 28.46% compared to the volume-weighted average XETRA share price over the last three months and (iii) 32.79% compared to the volume-weighted average XETRA share price during the last six months.
The Offer will be subject to a minimum acceptance threshold of 85% of the outstanding H&R KGaA shares, including 61.45% of the H&R KGaA shares already attributed to Nils Hansen. In addition, the Bidder has entered into a contribution agreement for a total of 6.06% of H&R KGaA shares with Wilhelm Scholten Beteiligungen GmbH, Ölfabrik Wilhelm Scholten GmbH and SRS Schmierstoff Vertrieb GmbH, which are controlled by Wilhelm Scholten. Beyond the minimum acceptance threshold, the Offer will not be subject to any conditions.
The settlement of the Offer is expected to take place in the third quarter of 2025. A dividend for the financial year 2024 to be resolved by the Annual General Meeting of H&R KGaA on 27 May 2025 will be distributed to H&R KGaA shareholders prior to the settlement of the Offer and will remain with the shareholders even if they tender their H&R KGaA shares into the Offer.
The offer document, which contains the detailed terms and conditions of the Offer, as well as further information in connection with the Offer will be published by the Bidder on the website www.chem-offer.com after approval of the publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). At this time, the acceptance period of the Offer will commence.
After publication, the management and the Supervisory Board of H&R KGaA will carefully review the offer document in accordance with their legal obligations and issue a reasoned statement. Both support the Offer and, subject to the review of the offer document, intend to recommend that H&R KGaA shareholders accept the Offer.
09 May 2025
Burda Digital SE submits specified demand for squeeze-out and determines cash compensation for transfer of the shares of the minority shareholders of New Work SE at EUR 105.65
Corporate News
Hamburg, 8. May 2025
Hamburg, 8. May 2025
On 7 May 2025, Burda Digital SE has submitted a specific request to the Management Board of New Work SE (“Company”) for the transfer of the shares of the Company’s minority shareholders to Burda Digital SE as the main shareholder in exchange for an appropriate cash settlement in accordance with Section 327a para 1 sentence 1 of the Stock Corporation Act (AktG) (squeeze-out under Stock Corporation Act).
In this context, Burda Digital SE has informed the Management Board of the Company that it holds approximately 97.07% of the Company’s share capital and has set the cash compensation for the transfer of the shares of the Company’s minority shareholders to it at EUR 105.65 per share of the Company. On 7 May 2025, the court-appointed expert auditor has confirmed that the cash compensation determined by Burda Digital SE is appropriate.
The transfer of the shares of the minority shareholders of the Company to Burda Digital SE as the main shareholder in exchange for a cash settlement of EUR 105.65 per share of the Company is to be resolved at the Company’s Annual General Meeting, which is expected to take place on 23 June 2025.
The squeeze-out under Stock Corporation Act will only become effective upon entry of the approving resolution of the Company’s Annual General Meeting in the commercial register.
In this context, Burda Digital SE has informed the Management Board of the Company that it holds approximately 97.07% of the Company’s share capital and has set the cash compensation for the transfer of the shares of the Company’s minority shareholders to it at EUR 105.65 per share of the Company. On 7 May 2025, the court-appointed expert auditor has confirmed that the cash compensation determined by Burda Digital SE is appropriate.
The transfer of the shares of the minority shareholders of the Company to Burda Digital SE as the main shareholder in exchange for a cash settlement of EUR 105.65 per share of the Company is to be resolved at the Company’s Annual General Meeting, which is expected to take place on 23 June 2025.
The squeeze-out under Stock Corporation Act will only become effective upon entry of the approving resolution of the Company’s Annual General Meeting in the commercial register.
08 May 2025
CompuGroup Medical SE & Co. KGaA: CompuGroup Medical and CVC plan delisting – public delisting offer announced by CVC
Corporate News
- CVC to launch public delisting offer of EUR 22.00 in cash per share as planned
- Managing Directors, Supervisory Board and Administrative Board of CompuGroup Medical welcome public delisting offer
- Offer provides CGM shareholders with the opportunity to sell their shares independently of market liquidity prior to delisting
- Delisting will enable CompuGroup Medical to focus on implementation of its long-term innovation and growth strategy
- Following the completion of the public takeover offer on May 2, 2025, CVC holds 24.27% of the share capital and voting rights in CompuGroup Medical
Koblenz – CompuGroup Medical SE & Co. KGaA (“CGM” or “CompuGroup Medical”), a leading global provider of e-health solutions, and CVC Capital Partners (“CVC”) are initiating the process of the agreed delisting of CGM. Both parties are convinced that CGM's long-term investment and growth strategy can be implemented more effectively under private ownership. Together, CompuGroup Medical and CVC aim to drive innovation in the healthcare sector that will benefit patients and healthcare providers worldwide. The joint goal is to provide healthcare professionals with reliable support through state-of-the-art software products and excellent customer service.
Prof. (apl.) Dr. med. Daniel Gotthardt, Chief Executive Officer of CompuGroup Medical, said: “With this strategic partnership, we are strengthening CompuGroup Medical's position as one of the leading e-health companies. Together with CVC, we can purposefully invest in long-term growth and innovation. A successful delisting will provide a long-term strategic perspective for CompuGroup Medical, independently of the capital market’s short-term expectations. We continue to focus on providing innovative solutions for our customers: doctors, dentists, hospitals, pharmacists, healthcare professionals, insurance companies and pharmaceutical companies, for the benefit of patients.”
Dr. Daniel Pindur, Managing Partner at CVC, explained: “The dynamic changes in the healthcare sector require strategic and, above all, long-term investments. Following the delisting, we will be able to fully focus on investments and driving product development together with the founding Gotthardt family.” Can Toygar, Partner at CVC, added: “For CGM shareholders, the public delisting offer provides an opportunity to sell their shares now at an attractive price - this will be much more difficult after delisting.”
The withdrawal from the regulated market of the Frankfurt Stock Exchange is subject to a prior public delisting offer to all shareholders of CompuGroup Medical. In accordance with the agreement concluded with CGM today, Caesar BidCo, a holding company owned by investment funds advised and managed by CVC will launch such an offer with a cash offer price of approximately EUR 22,00 per share, subject to the determination of the statutory minimum price. This amount corresponds to the offer price of the previous voluntary public tender offer published in December 2024 and completed on May 2, 2025.
The public delisting offer gives CompuGroup Medical shareholders the opportunity to sell their shares at a price of EUR 22.00 prior to the delisting independently of market liquidity. Shareholders who remain invested, will face the risk of not being able to trade their shares to the extent they were accustomed to. The statutory financial reporting requirements also provide for a significantly reduced scope of information to be disclosed.
The Managing Directors, Supervisory Board, and Administrative Board of CompuGroup Medical welcome the offer. CompuGroup Medical Management SE and the supervisory board intend to recommend that shareholders accept the offer, subject to their review of the offer document. They will provide a reasoned statement pursuant to section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz; “WpÜG”) after publication of the offer document by the bidder.
The shareholders around the founding family Gotthardt, who control approximately 50.12% of all shares and voting rights in CGM, and CVC, who via the bidder hold approximately 24.27% of the share capital and voting rights in CGM, form a strong partnership. In the course of the public delisting offer, the shareholders around the founding Gotthardt family will not sell any of their shares.
CGM and CVC first announced their strategic partnership and the planned subsequent delisting of CGM on December 9, 2024. In this context, CVC published a voluntary public tender offer to all CGM shareholders. On April 17, the bidder announced receiving the final regulatory approval for its voluntary public tender offer. The strategic partnership between CVC and CGM officially came into effect upon completion of the offer on May 2. All shareholders of CompuGroup Medical who tendered their shares in the tender offer received the offer price of EUR 22.00 per share.
The public delisting offer is expected to be published still in May 2025 and the acceptance period is also expected to commence in May 2025. The closing of the delisting transaction is expected within the first half of the 2025 financial year, and in any event before CGM's Annual General Meeting scheduled for 1 August 2025. In accordance with the requirements of the German Securities Acquisition and Takeover Act, the offer document and further information in connection with CVC's public delisting offer will be available on the following website after approval by the German Federal Financial Supervisory Authority (“Bundesanstalt für Finanzdienstleistungsaufsicht”; BaFin): www.practice-public-offer.com. There will be no additional acceptance period. The delisting offer will not be subject to any closing conditions.
About CompuGroup Medical SE & Co. KGaA
CompuGroup Medical is one of the leading e-health companies in the world. With a revenue base of EUR 1.15 billion in 2024, its software products are designed to support all medical and organizational activities in doctors’ offices, pharmacies, laboratories, hospitals and social welfare institutions. Its information services for all parties involved in the healthcare system and its web-based personal health records contribute towards safer and more efficient healthcare. The basis of CompuGroup Medical's services is its unique customer base, including doctors, dentists, pharmacists and other healthcare professionals in inpatient and outpatient facilities, as well as insurance and pharmaceutical companies. CompuGroup Medical has offices in 19 countries and offers its solutions in 60 countries worldwide. More than 8,700 highly qualified employees support customers with innovative solutions for the steadily growing demands of the healthcare system.
About CVC Capital Partners
CVC is a leading global private markets manager with a network of 30 office locations throughout EMEA, the Americas, and Asia, with approximately €200 billion of assets under management. CVC has seven complementary strategies across private equity, secondaries, credit and infrastructure, for which CVC funds have secured commitments of over €260 billion from some of the world's leading pension funds and other institutional investors. Funds managed or advised by CVC’s private equity strategy are invested in approximately 140 companies worldwide, which have combined annual sales of over €168 billion and employ over 600,000 people. CVC has been an established player in the German-speaking region for over 30 years and has successful partnerships with founder- and family-run companies, including Douglas, Europe's leading omnichannel provider of premium beauty, and until recently DKV Mobility, a leading service provider for international mobility, and Messer Industries, a leading global specialist for industrial gases.
Important notes:
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares in CompuGroup Medical SE & Co. KGaA ("CGM Shares"). The final terms of the delisting offer as well as further provisions in connection with the delisting offer are exclusively contained in the offer document approved for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Caesar BidCo GmbH (the "Bidder") reserves the right to deviate from the key points set out herein in the final terms of the delisting offer to the extent permitted by law. Investors and holders of CGM Shares are strongly advised to read the offer document and all other documents in connection with the delisting offer as they contain important information. The offer document for the delisting offer (in German and a non-binding English translation) containing the detailed terms and conditions and other information relating to the delisting offer is published, inter alia, on the internet at www.practice-public-offer.com.
The delisting offer is being made solely on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG"), the German Stock Exchange Act (Börsengesetz) and certain provisions of the securities laws of the United States of America ("United States") governing cross-border delisting offers. The delisting offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States (to the extent applicable). Accordingly, no notifications, filings, approvals or authorizations for the delisting offer have been made, arranged for or granted outside the Federal Republic of Germany or the United States (as applicable). Investors and holders of CGM Shares cannot rely on the fact that they are protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no delisting offer is being made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable law. This press release may not be published or otherwise distributed, in whole or in part, in any jurisdiction in which the delisting offer would be prohibited by applicable law.
The Bidder and/or persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG and/or its subsidiaries within the meaning of Section 2 para. 6 WpÜG may, during the term of the delisting offer, acquire CGM Shares or enter into agreements to acquire CGM Shares outside the stock exchange in a manner other than in the context of the delisting offer, acquire CGM Shares on or off the stock exchange during the term of the delisting offer in a manner other than in the context of the delisting offer or enter into agreements to make such acquisitions, provided that such acquisitions or acquisition agreements are made outside the United States, comply with applicable German law, in particular the WpÜG, and the delisting offer price is increased in accordance with any higher consideration paid outside the delisting offer. Information on such acquisitions or acquisition agreements will be published in the Federal Gazette in accordance with Section 23 para. 2 WpÜG. This information will also be published in a non-binding English translation on the Bidder's website at www.practice-public-offer.de.
The tender offer referred to in this press release relates to shares of a German company listed for trading on the Frankfurt Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ in certain material respects from those of the United States and other jurisdictions. This press release has been prepared in accordance with German style and practice in order to comply with the laws of the Federal Republic of Germany. The financial information about the Bidder and CGM contained elsewhere, including in the offer document, has been prepared in accordance with the requirements applicable in the Federal Republic of Germany and not in accordance with accounting principles generally accepted in the United States. Therefore, it may not be comparable with financial information relating to U.S. companies or companies from other jurisdictions outside the Federal Republic of Germany.
The delisting offer is being made in the United States on the basis of the so-called cross-border exemption (Tier II) from certain provisions of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). This exemption permits the Bidder to comply with certain substantive and procedural requirements of the Exchange Act applicable to tender offers by complying with the law or practice of the domestic jurisdiction and exempts the Bidder from compliance with certain other requirements of the Exchange Act. United States shareholders should note that CGM is not listed on a U.S. securities exchange, is not subject to the periodic requirements of the Exchange Act and is not required to file, and is not filing, reports with the United States Securities and Exchange Commission.
CGM Shareholders who are resident, located or ordinarily resident in the United States should note that the Tender Offer relates to securities of a company that is a "foreign private issuer" within the meaning of the Exchange Act and whose shares are not registered under Section 12 of the Exchange Act. The Tender Offer is being made in the United States in reliance on the cross-border exemption (Tier 2) from certain requirements of the Exchange Act and is substantially subject to the disclosure and other requirements and procedures in Germany, which differ from those in the United States. To the extent that the delisting offer is subject to U.S. securities laws, such laws will only apply to CGM Shareholders who are resident, domiciled or ordinarily resident in the United States and no other person will have any rights under such laws.
Any agreement entered into with the Bidder as a result of the acceptance of the delisting offer will be governed by and construed exclusively in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States (or from other countries outside the Federal Republic of Germany) to enforce certain rights and claims arising in connection with the delisting offer under the U.S. federal securities laws (or other laws known to them) because the Bidder and CGM are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may not be possible to sue a non-U.S. corporation or its officers or directors in a court outside the United States for violations of U.S. securities laws. It may also not be possible to compel a non-U.S. company or its subsidiaries to submit to the judgment of a U.S. court.
To the extent that this press release contains forward-looking statements, these are not to be understood as statements of fact and are characterized by the words "intend", "will" and similar expressions. These statements express the intentions, assumptions or current expectations and assumptions of the Bidder and the persons acting in concert with the Bidder. Such forward-looking statements are based on current plans, estimates and projections of the Bidder and the persons acting in concert with the Bidder, which are made to the best of their knowledge, but which do not guarantee their future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting in concert with the Bidder). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are generally beyond the control of the Bidder or the persons acting in concert with the Bidder. It should be noted that actual future results or outcomes may differ materially from those expressed or implied by such forward-looking statements. It cannot be ruled out that the Bidder and the persons acting in concert with it may change their intentions and assessments expressed in documents or announcements or in the offer document yet to be published after publication of the documents, announcements or the offer document.
- CVC to launch public delisting offer of EUR 22.00 in cash per share as planned
- Managing Directors, Supervisory Board and Administrative Board of CompuGroup Medical welcome public delisting offer
- Offer provides CGM shareholders with the opportunity to sell their shares independently of market liquidity prior to delisting
- Delisting will enable CompuGroup Medical to focus on implementation of its long-term innovation and growth strategy
- Following the completion of the public takeover offer on May 2, 2025, CVC holds 24.27% of the share capital and voting rights in CompuGroup Medical
Koblenz – CompuGroup Medical SE & Co. KGaA (“CGM” or “CompuGroup Medical”), a leading global provider of e-health solutions, and CVC Capital Partners (“CVC”) are initiating the process of the agreed delisting of CGM. Both parties are convinced that CGM's long-term investment and growth strategy can be implemented more effectively under private ownership. Together, CompuGroup Medical and CVC aim to drive innovation in the healthcare sector that will benefit patients and healthcare providers worldwide. The joint goal is to provide healthcare professionals with reliable support through state-of-the-art software products and excellent customer service.
Prof. (apl.) Dr. med. Daniel Gotthardt, Chief Executive Officer of CompuGroup Medical, said: “With this strategic partnership, we are strengthening CompuGroup Medical's position as one of the leading e-health companies. Together with CVC, we can purposefully invest in long-term growth and innovation. A successful delisting will provide a long-term strategic perspective for CompuGroup Medical, independently of the capital market’s short-term expectations. We continue to focus on providing innovative solutions for our customers: doctors, dentists, hospitals, pharmacists, healthcare professionals, insurance companies and pharmaceutical companies, for the benefit of patients.”
Dr. Daniel Pindur, Managing Partner at CVC, explained: “The dynamic changes in the healthcare sector require strategic and, above all, long-term investments. Following the delisting, we will be able to fully focus on investments and driving product development together with the founding Gotthardt family.” Can Toygar, Partner at CVC, added: “For CGM shareholders, the public delisting offer provides an opportunity to sell their shares now at an attractive price - this will be much more difficult after delisting.”
The withdrawal from the regulated market of the Frankfurt Stock Exchange is subject to a prior public delisting offer to all shareholders of CompuGroup Medical. In accordance with the agreement concluded with CGM today, Caesar BidCo, a holding company owned by investment funds advised and managed by CVC will launch such an offer with a cash offer price of approximately EUR 22,00 per share, subject to the determination of the statutory minimum price. This amount corresponds to the offer price of the previous voluntary public tender offer published in December 2024 and completed on May 2, 2025.
The public delisting offer gives CompuGroup Medical shareholders the opportunity to sell their shares at a price of EUR 22.00 prior to the delisting independently of market liquidity. Shareholders who remain invested, will face the risk of not being able to trade their shares to the extent they were accustomed to. The statutory financial reporting requirements also provide for a significantly reduced scope of information to be disclosed.
The Managing Directors, Supervisory Board, and Administrative Board of CompuGroup Medical welcome the offer. CompuGroup Medical Management SE and the supervisory board intend to recommend that shareholders accept the offer, subject to their review of the offer document. They will provide a reasoned statement pursuant to section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz; “WpÜG”) after publication of the offer document by the bidder.
The shareholders around the founding family Gotthardt, who control approximately 50.12% of all shares and voting rights in CGM, and CVC, who via the bidder hold approximately 24.27% of the share capital and voting rights in CGM, form a strong partnership. In the course of the public delisting offer, the shareholders around the founding Gotthardt family will not sell any of their shares.
CGM and CVC first announced their strategic partnership and the planned subsequent delisting of CGM on December 9, 2024. In this context, CVC published a voluntary public tender offer to all CGM shareholders. On April 17, the bidder announced receiving the final regulatory approval for its voluntary public tender offer. The strategic partnership between CVC and CGM officially came into effect upon completion of the offer on May 2. All shareholders of CompuGroup Medical who tendered their shares in the tender offer received the offer price of EUR 22.00 per share.
The public delisting offer is expected to be published still in May 2025 and the acceptance period is also expected to commence in May 2025. The closing of the delisting transaction is expected within the first half of the 2025 financial year, and in any event before CGM's Annual General Meeting scheduled for 1 August 2025. In accordance with the requirements of the German Securities Acquisition and Takeover Act, the offer document and further information in connection with CVC's public delisting offer will be available on the following website after approval by the German Federal Financial Supervisory Authority (“Bundesanstalt für Finanzdienstleistungsaufsicht”; BaFin): www.practice-public-offer.com. There will be no additional acceptance period. The delisting offer will not be subject to any closing conditions.
About CompuGroup Medical SE & Co. KGaA
CompuGroup Medical is one of the leading e-health companies in the world. With a revenue base of EUR 1.15 billion in 2024, its software products are designed to support all medical and organizational activities in doctors’ offices, pharmacies, laboratories, hospitals and social welfare institutions. Its information services for all parties involved in the healthcare system and its web-based personal health records contribute towards safer and more efficient healthcare. The basis of CompuGroup Medical's services is its unique customer base, including doctors, dentists, pharmacists and other healthcare professionals in inpatient and outpatient facilities, as well as insurance and pharmaceutical companies. CompuGroup Medical has offices in 19 countries and offers its solutions in 60 countries worldwide. More than 8,700 highly qualified employees support customers with innovative solutions for the steadily growing demands of the healthcare system.
About CVC Capital Partners
CVC is a leading global private markets manager with a network of 30 office locations throughout EMEA, the Americas, and Asia, with approximately €200 billion of assets under management. CVC has seven complementary strategies across private equity, secondaries, credit and infrastructure, for which CVC funds have secured commitments of over €260 billion from some of the world's leading pension funds and other institutional investors. Funds managed or advised by CVC’s private equity strategy are invested in approximately 140 companies worldwide, which have combined annual sales of over €168 billion and employ over 600,000 people. CVC has been an established player in the German-speaking region for over 30 years and has successful partnerships with founder- and family-run companies, including Douglas, Europe's leading omnichannel provider of premium beauty, and until recently DKV Mobility, a leading service provider for international mobility, and Messer Industries, a leading global specialist for industrial gases.
Important notes:
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares in CompuGroup Medical SE & Co. KGaA ("CGM Shares"). The final terms of the delisting offer as well as further provisions in connection with the delisting offer are exclusively contained in the offer document approved for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Caesar BidCo GmbH (the "Bidder") reserves the right to deviate from the key points set out herein in the final terms of the delisting offer to the extent permitted by law. Investors and holders of CGM Shares are strongly advised to read the offer document and all other documents in connection with the delisting offer as they contain important information. The offer document for the delisting offer (in German and a non-binding English translation) containing the detailed terms and conditions and other information relating to the delisting offer is published, inter alia, on the internet at www.practice-public-offer.com.
The delisting offer is being made solely on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG"), the German Stock Exchange Act (Börsengesetz) and certain provisions of the securities laws of the United States of America ("United States") governing cross-border delisting offers. The delisting offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States (to the extent applicable). Accordingly, no notifications, filings, approvals or authorizations for the delisting offer have been made, arranged for or granted outside the Federal Republic of Germany or the United States (as applicable). Investors and holders of CGM Shares cannot rely on the fact that they are protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no delisting offer is being made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable law. This press release may not be published or otherwise distributed, in whole or in part, in any jurisdiction in which the delisting offer would be prohibited by applicable law.
The Bidder and/or persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG and/or its subsidiaries within the meaning of Section 2 para. 6 WpÜG may, during the term of the delisting offer, acquire CGM Shares or enter into agreements to acquire CGM Shares outside the stock exchange in a manner other than in the context of the delisting offer, acquire CGM Shares on or off the stock exchange during the term of the delisting offer in a manner other than in the context of the delisting offer or enter into agreements to make such acquisitions, provided that such acquisitions or acquisition agreements are made outside the United States, comply with applicable German law, in particular the WpÜG, and the delisting offer price is increased in accordance with any higher consideration paid outside the delisting offer. Information on such acquisitions or acquisition agreements will be published in the Federal Gazette in accordance with Section 23 para. 2 WpÜG. This information will also be published in a non-binding English translation on the Bidder's website at www.practice-public-offer.de.
The tender offer referred to in this press release relates to shares of a German company listed for trading on the Frankfurt Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ in certain material respects from those of the United States and other jurisdictions. This press release has been prepared in accordance with German style and practice in order to comply with the laws of the Federal Republic of Germany. The financial information about the Bidder and CGM contained elsewhere, including in the offer document, has been prepared in accordance with the requirements applicable in the Federal Republic of Germany and not in accordance with accounting principles generally accepted in the United States. Therefore, it may not be comparable with financial information relating to U.S. companies or companies from other jurisdictions outside the Federal Republic of Germany.
The delisting offer is being made in the United States on the basis of the so-called cross-border exemption (Tier II) from certain provisions of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). This exemption permits the Bidder to comply with certain substantive and procedural requirements of the Exchange Act applicable to tender offers by complying with the law or practice of the domestic jurisdiction and exempts the Bidder from compliance with certain other requirements of the Exchange Act. United States shareholders should note that CGM is not listed on a U.S. securities exchange, is not subject to the periodic requirements of the Exchange Act and is not required to file, and is not filing, reports with the United States Securities and Exchange Commission.
CGM Shareholders who are resident, located or ordinarily resident in the United States should note that the Tender Offer relates to securities of a company that is a "foreign private issuer" within the meaning of the Exchange Act and whose shares are not registered under Section 12 of the Exchange Act. The Tender Offer is being made in the United States in reliance on the cross-border exemption (Tier 2) from certain requirements of the Exchange Act and is substantially subject to the disclosure and other requirements and procedures in Germany, which differ from those in the United States. To the extent that the delisting offer is subject to U.S. securities laws, such laws will only apply to CGM Shareholders who are resident, domiciled or ordinarily resident in the United States and no other person will have any rights under such laws.
Any agreement entered into with the Bidder as a result of the acceptance of the delisting offer will be governed by and construed exclusively in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States (or from other countries outside the Federal Republic of Germany) to enforce certain rights and claims arising in connection with the delisting offer under the U.S. federal securities laws (or other laws known to them) because the Bidder and CGM are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may not be possible to sue a non-U.S. corporation or its officers or directors in a court outside the United States for violations of U.S. securities laws. It may also not be possible to compel a non-U.S. company or its subsidiaries to submit to the judgment of a U.S. court.
To the extent that this press release contains forward-looking statements, these are not to be understood as statements of fact and are characterized by the words "intend", "will" and similar expressions. These statements express the intentions, assumptions or current expectations and assumptions of the Bidder and the persons acting in concert with the Bidder. Such forward-looking statements are based on current plans, estimates and projections of the Bidder and the persons acting in concert with the Bidder, which are made to the best of their knowledge, but which do not guarantee their future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting in concert with the Bidder). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are generally beyond the control of the Bidder or the persons acting in concert with the Bidder. It should be noted that actual future results or outcomes may differ materially from those expressed or implied by such forward-looking statements. It cannot be ruled out that the Bidder and the persons acting in concert with it may change their intentions and assessments expressed in documents or announcements or in the offer document yet to be published after publication of the documents, announcements or the offer document.
11 April 2025
APONTIS PHARMA with significant sales and earnings increase in 2024 financial year – squeeze-out and merger planned
Corporate News
- Sales increases significantly to EUR 48.5 million in 2024 financial year (2023: EUR 37.0 million)
- Strong increase in Single Pill combination revenues to EUR 34.4 million (2023: EUR 25.6 million)
- EBITDA increases by EUR 16.8 million to EUR 3.5 million (2023: EUR -13.3 million)
- Squeeze-out and merger with Zentiva AG planned
Monheim / Rhein, 31 March 2025. Die APONTIS PHARMA AG (Ticker APPH / ISIN DE000A3CMGM5), a leading pharmaceutical company for Single Pill combinations in Germany, closed the 2024 financial year with a significant increase in sales of 31.1% to EUR 48.5 million (2023: EUR 37.0 million). EBITDA in the reporting period improved significantly by EUR 16.8 million from EUR 13.3 million to EUR 3.5 million, confirming the realignment of strategy and go-to-market initiated in 2023 and the cost reductions realized here.
“The significant increase in sales and earnings demonstrates the
success of our reorganization of APONTIS PHARMA. We have fundamentally
optimized sales, revised our go-to-market approach and significantly
reduced costs. Accordingly, the success is reflected both in sales and
disproportionately in earnings. The acquisition offer from Zentiva is a
confirmation of this strategy. Zentiva recently announced that it is
seeking a squeeze-out and a merger with Zentiva AG. The success story of
the Single Pill combinations will therefore continue under a new
umbrella,” said Bruno Wohlschlegel, CEO of APONTIS PHARMA.
Significant growth in all segments
Sales of EUR 48.5 million generated in the 2024 financial year were only slightly below the forecast of EUR 50.0 million. Single Pill combinations revenue increased significantly from EUR 25.6 million to EUR 34.4 million. This was attributable in particular to the improved supply situation for Atorimib (from EUR 8.8 million to EUR 16.7 million) and the growth of the remaining Single Pills excluding Atorimib, Caramlo and Tonotec, whose sales increased by EUR 2.8 million. The new go-to-market-concept introduced in spring 2024 had a noticeable impact here.
Sales in the cooperation business increased by 36% to EUR 12.6 million in the financial year (2023: EUR 9.3 million). The agreement concluded with Novartis in April 2024 for the two asthma products Atectura and Enerzair made a significant contribution to this. Sales of EUR 9.0 million were already generated in the first nine months of distribution.
Thomas Milz, CPO of APONTIS PHARMA: “Both the Single Pill
combinations (including four new launches in 2024) and the cooperation
business delivered in the past financial year and each contributed
significantly to the increase in sales. The improved availability of our
bestseller Atorimib and, of course, the new go-to-market approach also
helped. Thanks to APONTIS PHARMA, Single Pill combinations are now
established on the market, as they have considerable advantages over
loose combinations in terms of adherence and contribute to better
healthcare.”
Increase in profitability
The positive development of sales and cost reductions had a disproportionately high impact on earnings. EBITDA rose to EUR 3.5 million, compared to EUR -13.3 million in the previous year. The previous year’s EBITDA was characterized by one-off restructuring expenses of EUR 5.6 million.
The cost of materials increased from EUR 13.8 million to EUR 20.8 million in line with the rise in sales. The increase in the cost of materials ratio to 42.8% (2023: 37.3%) was mainly due to the cooperation agreement concluded with Novartis for the products Atectura and Enerzair.
Personnel expenses amounted to EUR 13.5 million in the financial year (2023: EUR 24.6 million). In the previous year, restructuring costs of EUR 5.6 million were incurred, which were reported under personnel expenses.
APONTIS PHARMA closed the 2024 financial year with a consolidated net profit of EUR 0.8 million, following a consolidated net loss of EUR 11.3 million in the previous year.
APONTIS PHARMA’s equity amounted to EUR 31.0 million as of 31 December 2024 (2023: EUR 30.3 million), which corresponds to an equity ratio of 69.9% (2023: 52.7%). The increase is the result of the profit for the financial year and a lower balance sheet total.
“With very pleasing financial development figures and a solid balance
sheet, APONTIS PHARMA is expected to leave the stock exchange in the
coming months. The business model has proven to be solid and will
continue to gain momentum under the Zentiva umbrella and take the step
towards European expansion,” added Thomas Zimmermann, CFO of APONTIS
PHARMA.
Continuation of growth course
APONTIS PHARMA intends to continue on its growth path in the 2025 financial year. The Single Pill business is expected to continue to grow in the 2025 financial year. This will mainly be achieved through the existing Single Pill portfolio and the effects of the planned new launches in 2025. APONTIS PHARMA currently expects two new launches to take place in the current financial year. The cooperation business will grow overall due to the cooperation with Novartis entered into in April 2024.
APONTIS PHARMA expects sales to increase by 16% to EUR 56.4 million
in the 2025 financial year (2024: EUR 48.5 million). The Company expects
EBITDA to increase from EUR 3.5 million to EUR 4.5 million.
Voluntary public purchase offer by Zentiva and squeeze-out under merger law
On 24 October 2024, the pharmaceutical group Zentiva published a purchase offer for shares in APONTIS PHARMA AG. Zentiva now holds around 93.83% of the Company’s share capital and is therefore the majority shareholder. On 5 March, Zentiva submitted a request to APONTIS PHARMA pursuant to Section 62 (1) and (5) UmwG (German Reorganization Act) in conjunction with Sections 327a et seq. AktG (German Stock Corporation Act), according to which a merger agreement is to be concluded between the Company and Zentiva AG and the Annual General Meeting of APONTIS PHARMA is to resolve on the transfer of the shares of the remaining shareholders (minority shareholders) to Zentiva as the majority shareholder in return for the granting of appropriate cash compensation (so-called squeeze-out under merger law).
APONTIS PHARMA will provide information about the date of the Annual
General Meeting at which a corresponding transfer resolution is to be
passed in accordance with the statutory requirements.
Group figures
| in EUR million | 2024 | 2023 | ∆ |
| Single Pill revenue | 34.4 | 25.6 | 34.3 % |
| Total sales | 48.5 | 37.0 | 31.1 % |
| EBITDA | 3.5 | -13.3 | n/a |
| Net result | 0.8 | -11.3 | n/a |
| Dec. 31, 2024 | Dec. 31, 2023 | ||
| Equity ratio (in %) | 69.9 % | 52.7 % | 17.2 Bps. |
| Net liquidity | 15.5 | 20.8 | -25.5 % |
Note: Rounding differences may occur.
Condensed Group Income Statement
| in EUR million | 2024 | 2023 | ∆ |
| Sales | 48.5 | 37.0 | 11.5 |
| Other operating income | 2.4 | 1.7 | 0.7 |
| Cost of materials | -20.8 | -13.8 | -7.0 |
| Personnel expenses | -13.5 | -24.6 | 11.1 |
| Depreciation and amortization | -2.2 | -1.9 | -0.3 |
| Other operating expenses | -13.2 | -13.5 | 0.3 |
| Operating result | 1.1 | -15.1 | 16.2 |
| Financial result | 0.1 | 0.2 | -0.1 |
| Result before taxes | 1.2 | -14.9 | 16.2 |
| Taxes on income and earnings | -0.4 | 3.6 | -4.0 |
| Result after taxes | 0.8 | -11.3 | 12.1 |
| Other taxes | 0.0 | 0.0 | 0.0 |
| Net result | 0.8 | -11.3 | 12.1 |
Note: Rounding differences may occur.
Condensed Consolidated Statement of Financial Position
| in EUR million | Dec. 31, 2024 | Dec. 31, 2023 | ∆ |
| Assets | |||
| Fixed assets | 18.5 | 18.4 | 0.1 |
| Inventories | 6.5 | 6.6 | -0.1 |
| Receivables and other assets | 0.8 | 1.7 | -0.9 |
| Cash on hand and bank balances | 15.5 | 26.8 | -11.3 |
| Prepaid expenses and deferred charges | 0.7 | 0.5 | 0.2 |
| Deferred tax assets | 2.4 | 3.5 | -1.1 |
| Liabilities | |||
| Equity | 31.1 | 30.3 | +0.8 |
| Difference from capital consolidation | 0.5 | 0.6 | -0.1 |
| Provisions | 7.8 | 15.2 | -7.4 |
| Bank liabilities | 0.0 | 6.0 | -6.0 |
| Liabilities | 4.8 | 5.4 | -0.6 |
| Total assets | 44.4 | 57.5 | -13.1 |
Note: Rounding differences may occur.
Condensed Group Statement of Cash Flows
| in EUR million | 2024 | 2023 | ∆ |
| Cash flow from operating activities | -2.9 | -12.6 | 9.7 |
| Cash flow from investing activities | -2.3 | -2.9 | 0.6 |
| Cash flow from financing activities | -6.1 | 6.0 | -12.1 |
| Net cash flow | -11.4 | -9.5 | -1.9 |
Note: Rounding differences may occur.
About APONTIS PHARMA:
APONTIS PHARMA AG is a leading pharmaceutical company specializing in Single Pill combinations in Germany. Single Pills combine two to three generic active ingredients in a single dosage form administered once a day. Single Pill therapies have been scientifically proven to significantly increase adherence and thus improve the treatment prognosis and quality of life of patients while reducing complications, mortality, and treatment costs. Consequently, Single Pill combinations are the preferred treatment option in numerous international treatment guidelines, including in the EU and Germany. APONTIS PHARMA has been developing, promoting, and distributing a broad portfolio of Single Pill combinations and other pharmaceutical products since 2013, with a special focus on cardiovascular diseases such as hypertension, hyperlipidemia, and secondary prevention. For additional information about APONTIS PHARMA, please visit www.apontis-pharma.de.
10 April 2025
Delisting Purchase Offer for Shares of Biotest Aktiengesellschaft
THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT INTENDED FOR COMPLETE OR PARTIAL PUBLICATION OR FORWARDING INTO, WITHIN OR FROM COUNTRIES IN WHICH SUCH PUBLICATION OR FORWARDING WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LEGAL PROVISIONS IN THESE COUNTRIES.
Bidder:
Grifols Biotest Holdings GmbH
Colmarer Straße 22
60528 Frankfurt am Main
Germany
registered in the commercial register at the local court [Amtsgericht] Frankfurt am Main under HRB 128108
Target company:
Biotest Aktiengesellschaft
Landsteinerstraße 5
63303 Dreieich
Germany
registered in the commercial register at the Local Court [Amtsgericht] Offenbach am Main under HRB 42396
Common shares: ISIN: DE0005227201 / German Securities Identification Number [Wertpapierkennnummer, “WKN”]: 522 720
Preferred shares: ISIN: DE0005227235 / WKN: 522 723
Grifols Biotest Holdings GmbH (the "Bidder") decided today, on 31 March 2025 to offer to the shareholders of Biotest Aktiengesellschaft (the "Company") to purchase by way of a public delisting purchase offer all no-par bearer common shares of the Company (ISIN DE0005227201) representing a mathematical, proportionate amount of the share capital of the Company of EUR 1.00 per share (the "Biotest Common Shares") as well as all no-par and non-voting bearer preferred shares in the Company (ISIN DE0005227235) representing a mathematical, proportionate amount of the share capital of the Company of EUR 1.00 per share (the "Biotest Preferred Shares", and together with the Biotest Common Shares, the "Biotest Shares") in exchange for payment of money (the "Delisting Offer"). Subject to the legal provisions regarding minimum price, the Bidder intends to offer a cash consideration in the amount of EUR 43.00 per Biotest Common Share and EUR 30.00 per Biotest Preferred Share.
The Bidder also agreed today with the Company that the Company will apply for cancellation of the admission of the Biotest Shares to trading on the Frankfurt Securities Exchange with simultaneous listing in the area of the regulated market with additional duties as a consequence of the listing (Prime Standard) in the Frankfurt Securities Exchange no later than ten (10) work days prior to expiration of the deadline for accepting the Delisting Offer, and that the Company will take all reasonable steps and measures after the delisting takes effect, in order to terminate the inclusion of the Biotest Shares in over-the-counter trading at the securities exchanges in Berlin, Düsseldorf, Hamburg/Hanover, Munich, Stuttgart und the Tradegate Exchange as well as any other exchange where the Company is known.
Important information
The takeover offer announced in this notification relates to shares in a German company admitted to trading in the Frankfurt Securities Exchange and is subject to the publication duties, rules and practices applicable for companies listed on the exchange in the Federal Republic of Germany, which are different in some material aspects from the legal systems in the United States of America ("USA") and other legal systems. This present notification was prepared according to German style and practice, in order to comply with the laws of the Federal Republic of Germany and the rules of the Frankfurt Securities Exchange, and shareholders from the USA and other legal systems should read this notification in full. Any financial information contained here or elsewhere (including in the Offering Document) concerning the Bidder or the Target Company was and will be prepared in accordance with the provisions applicable in the Kingdom of Spain as well as the Federal Republic of Germany and not in accordance with the generally accepted accounting principles in the USA or elsewhere; the financial information may accordingly not be comparable with financial information related to companies in the USA or companies in other legal systems outside the Kingdom of Spain and the Federal Republic of Germany. The takeover offer is being implemented in the USA in accordance with Section 14(e) and Regulation 14E of the Securities Exchange Act in the USA, subject to the exemptions in Rule 14d-1 of the Securities Exchange Act in the USA, and otherwise in accordance with the requirements in the Federal Republic of Germany. Shareholders from the USA should note that the target company is not listed on an exchange in the USA, is not subject to the normal requirements of the Securities Exchange Act in the USA and that no reports are required to be submitted to the U.S. Securities and Exchange Commission (SEC) and that this also does not occur.
Publication of the decision to submit a public delisting purchase offer pursuant to § 10 paras. 1 and 3 German Securities Acquisition and Takeover Act [Wertpapiererwerbs- und übernahmegesetz, “WpÜG“] in conjunction with § 39 para. 1 German Stock Exchange Act [Börsengesetz, “BörsG“]
Bidder:
Grifols Biotest Holdings GmbH
Colmarer Straße 22
60528 Frankfurt am Main
Germany
registered in the commercial register at the local court [Amtsgericht] Frankfurt am Main under HRB 128108
Target company:
Biotest Aktiengesellschaft
Landsteinerstraße 5
63303 Dreieich
Germany
registered in the commercial register at the Local Court [Amtsgericht] Offenbach am Main under HRB 42396
Common shares: ISIN: DE0005227201 / German Securities Identification Number [Wertpapierkennnummer, “WKN”]: 522 720
Preferred shares: ISIN: DE0005227235 / WKN: 522 723
Grifols Biotest Holdings GmbH (the "Bidder") decided today, on 31 March 2025 to offer to the shareholders of Biotest Aktiengesellschaft (the "Company") to purchase by way of a public delisting purchase offer all no-par bearer common shares of the Company (ISIN DE0005227201) representing a mathematical, proportionate amount of the share capital of the Company of EUR 1.00 per share (the "Biotest Common Shares") as well as all no-par and non-voting bearer preferred shares in the Company (ISIN DE0005227235) representing a mathematical, proportionate amount of the share capital of the Company of EUR 1.00 per share (the "Biotest Preferred Shares", and together with the Biotest Common Shares, the "Biotest Shares") in exchange for payment of money (the "Delisting Offer"). Subject to the legal provisions regarding minimum price, the Bidder intends to offer a cash consideration in the amount of EUR 43.00 per Biotest Common Share and EUR 30.00 per Biotest Preferred Share.
The Bidder also agreed today with the Company that the Company will apply for cancellation of the admission of the Biotest Shares to trading on the Frankfurt Securities Exchange with simultaneous listing in the area of the regulated market with additional duties as a consequence of the listing (Prime Standard) in the Frankfurt Securities Exchange no later than ten (10) work days prior to expiration of the deadline for accepting the Delisting Offer, and that the Company will take all reasonable steps and measures after the delisting takes effect, in order to terminate the inclusion of the Biotest Shares in over-the-counter trading at the securities exchanges in Berlin, Düsseldorf, Hamburg/Hanover, Munich, Stuttgart und the Tradegate Exchange as well as any other exchange where the Company is known.
The Offering Document for the Delisting Offer (in German language and a non-binding English translation) and other information related to the offer will be published in the internet at https://www.grifols.com/en/biotest-acquisition-offer.
Important information
This announcement constitutes neither an offer to purchase nor a request to submit an offer for the sale of shares in the target company. The final terms and conditions of the takeover offer as well as other provisions relating to the takeover offer will be notified in the Offering Document after the Federal Financial Supervisory Authority [Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”] has granted permission to publish the Offering Document. The Bidder reserves the right to deviate from the parameters described here in the final provisions and terms and conditions of the takeover offer. The urgent recommendation is made to the investors and holders of shares in the Target Company to read the Offer Document as well as all other documents related to the takeover offer as soon as they have been announced because they contain important information.
The takeover offer announced in this notification relates to shares in a German company admitted to trading in the Frankfurt Securities Exchange and is subject to the publication duties, rules and practices applicable for companies listed on the exchange in the Federal Republic of Germany, which are different in some material aspects from the legal systems in the United States of America ("USA") and other legal systems. This present notification was prepared according to German style and practice, in order to comply with the laws of the Federal Republic of Germany and the rules of the Frankfurt Securities Exchange, and shareholders from the USA and other legal systems should read this notification in full. Any financial information contained here or elsewhere (including in the Offering Document) concerning the Bidder or the Target Company was and will be prepared in accordance with the provisions applicable in the Kingdom of Spain as well as the Federal Republic of Germany and not in accordance with the generally accepted accounting principles in the USA or elsewhere; the financial information may accordingly not be comparable with financial information related to companies in the USA or companies in other legal systems outside the Kingdom of Spain and the Federal Republic of Germany. The takeover offer is being implemented in the USA in accordance with Section 14(e) and Regulation 14E of the Securities Exchange Act in the USA, subject to the exemptions in Rule 14d-1 of the Securities Exchange Act in the USA, and otherwise in accordance with the requirements in the Federal Republic of Germany. Shareholders from the USA should note that the target company is not listed on an exchange in the USA, is not subject to the normal requirements of the Securities Exchange Act in the USA and that no reports are required to be submitted to the U.S. Securities and Exchange Commission (SEC) and that this also does not occur.
Every contract concluded with the Bidder as a consequence of accepting the planned takeover offer is subject exclusively to the law of the Federal Republic of Germany and must be interpreted in accordance with that law. It may be difficult for shareholders in the USA (or other jurisdictions outside Germany) to enforce certain rights and claims resulting in connection with the takeover offer under USA federal law governing securities (or other legal systems which the respective shareholder is used to), because the Bidder and the Target Company have their registered offices outside the USA (and outside the jurisdiction of the respective shareholder), and the respective boards and managing directors of the Bidder and the Target Company are domiciled outside the USA (and outside the jurisdiction of the respective shareholder). It might not be possible to file a complaint against a non-American company or its senior employees or directors before a non-American court based on violations of the securities laws of the USA. It might also not be possible to force a non-US company or its subsidiaries to submit to the judgment of a US court.
The publication, sending, distribution or dissemination of this present notification, the Offering Document or other documents related to the takeover offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area can, as a general rule, also lead to the applicability of legal systems other than those of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and legal restrictions contained in these other legal systems. This present notification, the Offering Document and other documents related to the takeover offer cannot, and are not intended to be sent by third parties to countries or disseminated, distributed or published there in which this would be illegal, notwithstanding the publications in the internet required under German law. The Bidder does not permit any third party to send, publish, distribute or disseminate the Offering Document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area. Therefore, securities service companies which maintain securities accounts cannot publish, send, distribute or disseminate this present notification, the Offering Document or other documents related to the takeover offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, unless this occurs in accordance with all applicable provisions in domestic and foreign law. The Bidder is not required to make sure and also assumes no liability that the publication, sending, distribution or dissemination of this notification, the Offering Document or other documents related to the takeover offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area will be in compliance with the provisions in the respective local law.
The takeover offer announced in this notification can be accepted by all domestic and foreign shareholders of the Target Company in accordance with the provisions to be set forth in the Offering Document and the respectively applicable provisions in the law. However, the acceptance of the takeover offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area can be subject to certain legal restrictions due to local provisions. The shareholders of the Target Company who gain possession of the Offering Document outside the Federal
Republic of Germany, the Member States of the European Union and the European Economic Area and who want to accept the takeover offer under legal provisions other than those of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area are advised to inform themselves about the respectively applicable provisions in the law and comply with those provisions. The Bidder makes no representation that the acceptance of the takeover offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area is permissible under the respectively applicable provisions in the law.
Republic of Germany, the Member States of the European Union and the European Economic Area and who want to accept the takeover offer under legal provisions other than those of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area are advised to inform themselves about the respectively applicable provisions in the law and comply with those provisions. The Bidder makes no representation that the acceptance of the takeover offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area is permissible under the respectively applicable provisions in the law.
Frankfurt am Main, 31 March 2025
Grifols Biotest Holdings GmbH
Geschäftsführung
Geschäftsführung
03 April 2025
METRO AG: Reasoned Statement
31 March 2025
- The Management Board and Supervisory Board support the delisting because it is in the interests of METRO
- Offer price for METRO ordinary shares offers significant premium over the price of METRO ordinary shares prior to the announcement of the planned delisting
- Offer price does not reflect the long-term value potential of METRO AG based on the sCore strategy in the view of the Management Board and the Supervisory Board
- Management Board and Supervisory Board issue neutral statement on acceptance or non-acceptance of EPGC's purchase offer
The Management Board and the Supervisory Board of METRO AG today published their joint reasoned statement pursuant to § 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG). On 19 March 2025, EP Global Commerce GmbH (EPGC) had published the offer document for its public delisting tender offer (Offer) to all shareholders of METRO AG. The Offer is a prerequisite for the intended withdrawal of the company from the Frankfurt Stock Exchange. The Management Board and the Supervisory Board of METRO AG have each separately conducted a thorough and intensive evaluation, review and analysis of the Offer.
After careful consideration of all aspects, including the overall circumstances of the Offer as well as the commitments, objectives and intentions of EPGC contained in the Delisting Agreement and the Offer Document, both the Management Board and the Supervisory Board have independently come to the conclusion that the delisting is in the interest of METRO and therefore support the offer as a condition for the delisting.
The Management Board and Supervisory Board appreciate the investment, the future cooperation as well as the commitment of EPGC as a long-standing, active shareholder and constructive partner. EPGC has declared its intention to significantly strengthen METRO's position in the current market environment and to further support METRO's sCore strategy. The management of EPGC and METRO AG have also agreed on this in the delisting agreement dated 5 February 2025, which also contains further extensive commitments by EPGC that are in METRO's interest, for example on the retention of the group headquarters, on the financing of METRO after a delisting, on the future corporate governance and on employee-related matters.
After the delisting, the management of METRO AG will be able to pursue its strategy without taking the development of the METRO share price into consideration. METRO AG will be relieved of the financial and organisational expenses as well as the additional legal obligations associated with a stock exchange listing of the METRO shares. The Management Board and the Supervisory Board also expect that the delisting will free up management capacities that can be invested in the implementation of the sCore strategy and increase METRO's ability to react more flexibly to developments in the market environment.
The offer price offered by EPGC represents a significant premium over the price of the METRO ordinary shares prior to the publication of the planned delisting. However, the Management Board and the Supervisory Board are of the opinion that the offer price does not reflect the long-term value potential of METRO AG based on the sCore strategy and, therefore, is not adequate from a financial point of view. However, the Management Board and the Supervisory Board point out that the realisation of the long-term value potential is uncertain, as there is both an implementation risk and the risk that newly emerging, unforeseen external factors may have a negative impact on METRO.
In the view of the Management and Supervisory Board, the share market prices and analysts' forecasts on the stock exchange have not reflected the long-term earnings opportunities for some time now. In the opinion of the Management Board and Supervisory Board, this would not have changed in the foreseeable future even if the company were to remain listed on the stock exchange. Taking this into account, the Management Board and Supervisory Board believe that the offer price offered by EPGC presents an exit opportunity for risk-averse or short-term oriented investors and allow for a certain and timely realisation of an offer price above the unaffected share market prices prior to the announcement of the planned delisting.
In light of the above, the Management Board and the Supervisory Board note that different shareholders, based on their investment horizon and expectations, may have different views regarding the offer. Therefore, the Management Board and the Supervisory Board can neither generally recommend that METRO’s shareholders accept the Offer nor generally recommend that they do not accept it, which is why they refrain from making a recommendation (neutral statement).
The Management Board and the Supervisory Board point out that METRO’s shareholders should therefore decide for themselves in each individual case whether or not to accept the Offer, taking into account the overall situation as well as their individual circumstances and personal assessment of the possible future development of the value of the METRO shares (also taking into account the delisting and the extent to which they attach importance to the possibility of selling their shares on the stock exchange in a timely manner). In particular, METRO's shareholders should read the entire offer document and the entire reasoned statement before making their decision.
Note: The period for acceptance of the Offer commenced with the publication of the offer document on 19 March 2025 and is expected to end on 16 April 2025.
29 March 2025
Accentro Real Estate AG: Bondholders, minority shareholder and Management Board of ACCENTRO reach agreement in principle on comprehensive restructuring solution
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Berlin, 29 March 2025 – As part of the ongoing restructuring negotiations led by a group of bondholders, which together hold approximately 68% of the EUR 225m outstanding principal amount 2020/2026 bond and 100% of the EUR 100m outstanding principal amount 2021/2029 bond (together the "Ad Hoc Group"; the 2020/2026 and 2021/2029 bond together the "Outstanding Bonds"), an agreement in principle was reached on a comprehensive restructuring solution between the Ad Hoc Group, a minority shareholder of ACCENTRO (ADLER Real Estate GmbH and ADLER Group S.A. ("ADLER")) and ACCENTRO, which was approved by the Management Board yesterday. The signing of a commitment letter, in which the parties commit to the key parameters of the restructuring of the equity side, and an agreement on a comprehensive term sheet as part of a lock-up agreement between the Ad Hoc Group and ACCENTRO, in which the key parameters of the restructuring concept are set out, are expected to occur shortly.
The restructuring solution, which the Management Board has assessed and evaluated as the only available and therefore best option for ACCENTRO and is therefore pursuing, provides for the implementation of a restructuring project in accordance with the German Corporate Stabilization and Restructuring Act (StaRUG). The implementation of the restructuring solution is subject to various conditions precedent with regard to individual intermediate steps; these are in particular: a restructuring opinion confirming the restructuring solution, a court confirmation of the restructuring plan, the refinancing or extension of various property financings, and the approval of the Supervisory Board of ACCENTRO.
The restructuring concept is based on the key assumptions announced in the ad hoc disclosure dated 12 August 2024, whereby the economic framework conditions mentioned therein are subject to the finalization of the restructuring opinion. The restructuring concept also aims to achieve the following equity and debt capital structure:
- Capital measures pursuant to the StaRUG restructuring plan, including a partial capital reduction to EUR 10,000.00 (by way of share consolidation at a ratio of 3,243 to 1 after prior equalization by way of cancellation of 7,934 shares) and a cash capital increase excluding the subscription right of all shareholders except of ADLER by issuing 274,299 new shares to ADLER and bondholders that provide the New Super Senior Bonds. It is expected that the capital measures will result in the following post-restructuring equity: (i) ADLER c. 10.1%, (ii) Brookline Real Estate S.à r.l. und Brookline Real Estate II S.à r.l. c. 2,92%, (iii) the shares currently in free float totaling c. 0,43%, (iv) bondholders that subscribe for the New Super Senior Bonds c. 86.55%.
- Comprehensive amendments to the current respective terms and conditions of the Outstanding Bonds, in particular including:
- Bifurcation of the principal amount of the 2020/2026 bond and of the 2021/2029 bond each on a pro rata basis into senior secured principal and unsecured deeply subordinated principal and capitalisation of all interest accruing until the effective date of the restructuring. It will not be possible to trade in, sell or otherwise dispose of the senior secured principal of the Outstanding Bonds separately from the unsecured deeply subordinated principal.
Subject to adjustments as part of the finalization of the restructuring opinion the Outstanding Bonds each would comprise of presumably around 40% senior secured principal amount and around 60% unsecured deeply subordinated principal amount.
- Deferral of the maturity of the senior secured principal amount to 30 December 2028 and maturity of the unsecured deeply subordinated principal amount earliest 30 December 2028.
- Increase of the interest rate to presumably 7.0% per annum for the senior secured principal amount and presumably 15.0% per annum for the unsecured deeply subordinated principal amount. ACCENTRO may elect not to pay interest in cash but by increasing the principal outstanding amount of the Outstanding Bonds ("PIK interest"). If ACCENTRO elects to pay PIK interest on the senior secured principal amount, the interest rate will increase to presumably 8.0% per annum.The Issuance of Super Senior Bonds in the mid double-digit million euro range (the "New Super Senior Bonds") to refinance the bridge bonds, provide additional operating liquidity funds and pay transaction costs. The New Super Senior Bonds are expected to have the following main terms:
- Cash interest rate of 10% per annum and maturity on 30 December 2027 (unless previously redeemed).
- The New Super Senior Bonds will provide for a right of the holders to receive a minimum redemption of 140% of the nominal capital of the New Super Senior Bonds. Accordingly, any redemption of the New Super Senior Bonds is subject to payment of a redemption premium, which is necessary to generate such minimum return.
- The New Super Senior Bonds will be issued in a specified denomination of EUR 100,000 per note. ACCENTRO will offer all holders of the Outstanding Bonds to subscribe for New Super Senior Bonds on a pro rata basis, subject to certain regulatory conditions. ACCENTRO expects that a holder of 2020/2026 bonds will have the right to subscribe for one New Super Senior Note for each 722 2020/2026 bonds owned by such holder. In addition, each holder of the Outstanding Bonds participating in the New Super Senior Bonds will have the right to acquire new shares in ACCENTRO by way of a cash capital increase excluding the subscription rights of all shareholders except ADLER. It will not be possible to subscribe for fractions of a New Super Senior Bonds and ACCENTRO will not pay any cash compensation if a holder of the Outstanding Bonds does not hold a sufficient number of Outstanding Bonds to subscribe for New Super Senior Bonds. Subject to certain conditions, members of the Ad Hoc Group will commit to subscribe for any Super Senior Bonds which are not subscribed for by other holders of the Outstanding Bonds.
- Cumulative mandatory redemption concept
- In line with the current term of the Outstanding Bonds, ACCENTRO will be required to make early redemptions of the Outstanding Bonds and the New Super Senior Bonds from the net proceeds of investment property sales as well as the realisation of certain receivables, subject to certain thresholds and grace periods.
- Redemption payments on the senior secured principal amount of the Outstanding Bonds will only have to be made once the New Super Senior Bonds (and any prepayment premium thereon) have been paid in full. There will be no requirement to make mandatory redemption of the unsecured deeply subordinated principal amount of the Outstanding Bonds.
27 March 2025
Vectron Systems AG: Agreement on Severance and Compensation Payment between Vectron and Shift4 Group under the domination and profit and loss transfer agreement
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Münster, 24 March 2025. Following the completion of the work of the jointly commissioned valuation expert, Vectron Systems AG ("Vectron") and the Shift4 Group ("Shift4") today reached an agreement on the amount of severance payment and fixed compensation payment under the domination and profit and loss transfer agreement between Vectron as a dependent company and its majority shareholder announced on September 26, 2024.
The Supervisory Board of Vectron Systems AG today agreed to offer the outside shareholders a compensation of EUR 10.93 per Vectron share in the domination and profit and loss transfer agreement. Furthermore, Vectron and Shift4 have agreed, with the approval of the Supervisory Board, that an annual fixed compensation payment of EUR 0.47 gross (or EUR 0.40 net after deduction of current corporation tax and solidarity surcharge) per share will be paid to the outside Vectron shareholders for each full financial year.
In order to be effective, the domination and profit and loss transfer agreement requires the approval of Vectron's Annual General Meetings, which will be convened for April 25, 2025, and its entry in Vectron's commercial register. The convocation will be published today. The shareholders' meeting of the main shareholder has already given its approval.
Münster, 24 March 2025. Following the completion of the work of the jointly commissioned valuation expert, Vectron Systems AG ("Vectron") and the Shift4 Group ("Shift4") today reached an agreement on the amount of severance payment and fixed compensation payment under the domination and profit and loss transfer agreement between Vectron as a dependent company and its majority shareholder announced on September 26, 2024.
The Supervisory Board of Vectron Systems AG today agreed to offer the outside shareholders a compensation of EUR 10.93 per Vectron share in the domination and profit and loss transfer agreement. Furthermore, Vectron and Shift4 have agreed, with the approval of the Supervisory Board, that an annual fixed compensation payment of EUR 0.47 gross (or EUR 0.40 net after deduction of current corporation tax and solidarity surcharge) per share will be paid to the outside Vectron shareholders for each full financial year.
In order to be effective, the domination and profit and loss transfer agreement requires the approval of Vectron's Annual General Meetings, which will be convened for April 25, 2025, and its entry in Vectron's commercial register. The convocation will be published today. The shareholders' meeting of the main shareholder has already given its approval.
Commerzbank Aktiengesellschaft: Commerzbank successfully completes share buyback of €400 m
Corporate News 27.03.2025 / 12:11 CET/CEST
- 18,335,008 shares in total repurchased (1.5% of share capital)
- Total capital return of €1.73 bn for 2024 financial year – consisting of share buybacks totalling around €1 bn and dividend payment of approximately €733 m
- CEO Bettina Orlopp: “With the share buyback of around €400 m, we have completed another important component of our capital return for the 2024 financial year.”
Commerzbank AG successfully completed its share buyback on Wednesday, 26 March 2025. The Bank began the buyback on 14 February 2025. Since then, Commerzbank has repurchased a total of 18,335,008 of its own shares amounting to around €400 m at an average price of around €21.81 per share. This corresponds to a share of 1.5% of the Bank’s share capital. Together with the share buyback of €600 m conducted between November 2024 and January 2025, the Bank has repurchased its own shares totalling around €1 bn as part of the capital return for the year 2024.
“With the share buyback of around €400 m, we have completed another important component of our capital return for the 2024 financial year. In total, we will return around €1.73 bn, which is 71% of our net result after deduction of AT1 coupon payments, to our shareholders. For the years 2022 to 2024, the capital return amounts to €3.1 bn. This is more than we had originally committed to,” said Commerzbank CEO Bettina Orlopp.
In addition to the share buybacks, the capital return for the 2024 financial year will also include a dividend of €0.65 per share (2023: €0.35 per share). It will be proposed to the Annual General Meeting by the Board of Managing Directors and the Supervisory Board on 15 May 2025. In total, this results in a dividend payment of approximately €733 m for the 2024 financial year.
CFO Carsten Schmitt said: “Our goal for the coming years is clear: We want to sustainably increase our profitability and, based on that, continuously enhance the capital return to our shareholders. This includes not only share buybacks but also a steadily increasing dividend. For the 2025 financial year, we aim for a payout ratio of 100% of the net result before restructuring costs and after AT1 coupon payments.”
- 18,335,008 shares in total repurchased (1.5% of share capital)
- Total capital return of €1.73 bn for 2024 financial year – consisting of share buybacks totalling around €1 bn and dividend payment of approximately €733 m
- CEO Bettina Orlopp: “With the share buyback of around €400 m, we have completed another important component of our capital return for the 2024 financial year.”
Commerzbank AG successfully completed its share buyback on Wednesday, 26 March 2025. The Bank began the buyback on 14 February 2025. Since then, Commerzbank has repurchased a total of 18,335,008 of its own shares amounting to around €400 m at an average price of around €21.81 per share. This corresponds to a share of 1.5% of the Bank’s share capital. Together with the share buyback of €600 m conducted between November 2024 and January 2025, the Bank has repurchased its own shares totalling around €1 bn as part of the capital return for the year 2024.
“With the share buyback of around €400 m, we have completed another important component of our capital return for the 2024 financial year. In total, we will return around €1.73 bn, which is 71% of our net result after deduction of AT1 coupon payments, to our shareholders. For the years 2022 to 2024, the capital return amounts to €3.1 bn. This is more than we had originally committed to,” said Commerzbank CEO Bettina Orlopp.
In addition to the share buybacks, the capital return for the 2024 financial year will also include a dividend of €0.65 per share (2023: €0.35 per share). It will be proposed to the Annual General Meeting by the Board of Managing Directors and the Supervisory Board on 15 May 2025. In total, this results in a dividend payment of approximately €733 m for the 2024 financial year.
CFO Carsten Schmitt said: “Our goal for the coming years is clear: We want to sustainably increase our profitability and, based on that, continuously enhance the capital return to our shareholders. This includes not only share buybacks but also a steadily increasing dividend. For the 2025 financial year, we aim for a payout ratio of 100% of the net result before restructuring costs and after AT1 coupon payments.”
ZEAL sets new records for new customers, revenue and EBITDA in its anniversary year 2024
Corporate News
- Milestone of one million new customers per year reached for the first time
- Group revenue grows by 62% to € 188.2 million
- EBITDA almost doubled to € 61.9 million
- Expectations for new charity lottery Traumhausverlosung (English: Dream House Raffle) exceeded
- Squeeze-out of LOTTO24 AG successfully completed
Hamburg, 26 March 2025. ZEAL Network SE, the online market leader for lotteries in Germany, published its 2024 annual report today, reporting record figures for several key performance indicators. Group revenue increased by 62% to € 188.2 million (2023: € 116.1 million). At € 61.9 million, EBITDA was almost twice as high as in the previous year (2023: € 32.9 million).
“In our anniversary year 2024, we achieved a record triple in our business development in terms of new customers, revenue and EBITDA. In addition to the biggest growth in our core business since the company was founded, we have established ourselves as a pioneer in the German market with the launch of our Traumhausverlosung (English: Dream House Raffle),” comments Helmut Becker, CEO of ZEAL. “For the third year in a row, our subsidiary LOTTO24 AG has produced more record winners than any other provider in Germany. Our success is also good news for the good cause – with € 382 million in 2024, ZEAL has generated the highest sum in the company's history for social and community projects.”
“Thanks to targeted marketing measures and very successful new customer acquisition in an exceptionally good jackpot year, we reached the milestones of one million new customers and one billion in lottery billings for the first time. We are proud to have achieved the highest revenue in our company's history. At the same time, we were able to demonstrate the enormous profitability and scalability of our business model with a record EBITDA,” says Sebastian Bielski, CFO of ZEAL.
Revenue in the German lottery business grows by 59 %
ZEAL's outstanding revenue performance is largely due to strong revenue growth in lotteries. Due to a very positive jackpot situation and successful marketing measures, the average number of active customers (1,436 thousand) rose by 25%. At the same time, billings from lotteries exceeded one billion euros for the first time at € 1,080.4 million (2023: € 843.3 million). The gross margin rose by 3.1 percentage points to 15.6% due to a price increase in ticket fees in June 2024 and a change in the product mix. The parallel increase in billings and gross margin led to significant revenue growth in the lottery business of 59% to € 168.3 million (2023: € 105.7 million). ZEAL also improved its online market share by 2.4 percentage points from 41.4% to 43.8%.
Earnings almost doubled thanks to marketing efficiency and scaling effects
ZEAL achieved a record 1,259 thousand new customers in 2024, more than double the previous year's figure (2023: 597 thousand). Thanks to more efficient marketing measures, the successful acquisition of new customers led to a year-on-year decrease in acquisition costs per registered new customer (cost per lead, CPL) of 23% to € 35.16 (2023: € 45.52).
Other operating expenses increased by 58% to € 98.0 million (2023: € 62.0 million). This was largely due to strategic marketing expenses, which rose by 58% to € 56.9 million (2023: € 36.0 million), but at a significantly lower rate than the more than doubling of new customer growth. The growth and diversification of the business led to a 54% increase in the direct costs of business operations to € 18.5 million (2023: € 12.0 million). The increase in indirect operating costs to € 22.6 million (2023: € 14.0 million) was due to external consulting services and a provision of € 2.2 million connected to the squeeze-out of LOTTO24 AG.
Despite the higher costs, ZEAL was able to increase EBITDA disproportionately by 88% to € 61.9 million (2023: € 32.9 million) thanks to efficiency gains and scaling effects of the business model in relation to the strong revenue growth. At € 53.7 million, EBIT more than doubled compared to the previous year's figure (2023: € 23.6 million).
The Executive Board and Supervisory Board will propose to the Annual General Meeting on May 21, 2025 the payment of a dividend for the 2024 financial year of € 2.40 per share (2023: € 1.10), consisting of an ordinary dividend of € 1.30 and a special dividend of € 1.10. This means a total distribution to shareholders of around € 50.6 million (2023: € 23.8 million).
Dream House Raffle another highlight of the financial year
In 2024, ZEAL has launched the first charity lottery in Germany to raffle off an existing property. The first raffle of a dream house on the Baltic Sea exceeded all expectations for this product innovation and led to around 14 million tickets being sold between August and October. ZEAL was able to generate around € 1.8 million for charitable causes with the first house raffle alone, including more than € 1.2 million for the main charity partner DKMS.
Squeeze-out of LOTTO24 AG completed
With the acquisition of the remaining shares of LOTTO24 AG in 2024, ZEAL reached an important milestone in the optimization of the Group structure. The squeeze-out was completed on October 8, 2024 and the profit and loss transfer and domination agreement between ZEAL Network SE and LOTTO24 AG was entered in the commercial register on 21 November 2024.
Outlook for 2025
For the 2025 financial year, ZEAL plans to further expand its market leadership in Germany as an online provider of lottery products and to further scale its games offering and the Traumhausverlosung (English: Dream House Raffle). Depending on the general conditions and assuming an average jackpot development, the company expects revenue in the 2025 financial year to be in the range of € 195 million to € 205 million and EBITDA in the range of € 55 million to € 60 million.
About ZEAL
ZEAL Network is an e-commerce group of companies based in Hamburg and the market leader for online lotteries in Germany. Founded in 1999, we brought lotteries to the internet. Today, the ZEAL group now has more than one million active customers and more than 200 employees at three locations. ZEAL allows the participation in state-licensed lotteries via the LOTTO24 and Tipp24 brands and also offers its own lottery products. ZEAL also owns the brands ZEAL Instant Games, ZEAL Ventures and ZEAL Iberia. In the year 2024, the ZEAL Group celebrated its 25th anniversary. Since our foundation, growth, innovation and success are at the heart of what we do.
- Milestone of one million new customers per year reached for the first time
- Group revenue grows by 62% to € 188.2 million
- EBITDA almost doubled to € 61.9 million
- Expectations for new charity lottery Traumhausverlosung (English: Dream House Raffle) exceeded
- Squeeze-out of LOTTO24 AG successfully completed
Hamburg, 26 March 2025. ZEAL Network SE, the online market leader for lotteries in Germany, published its 2024 annual report today, reporting record figures for several key performance indicators. Group revenue increased by 62% to € 188.2 million (2023: € 116.1 million). At € 61.9 million, EBITDA was almost twice as high as in the previous year (2023: € 32.9 million).
“In our anniversary year 2024, we achieved a record triple in our business development in terms of new customers, revenue and EBITDA. In addition to the biggest growth in our core business since the company was founded, we have established ourselves as a pioneer in the German market with the launch of our Traumhausverlosung (English: Dream House Raffle),” comments Helmut Becker, CEO of ZEAL. “For the third year in a row, our subsidiary LOTTO24 AG has produced more record winners than any other provider in Germany. Our success is also good news for the good cause – with € 382 million in 2024, ZEAL has generated the highest sum in the company's history for social and community projects.”
“Thanks to targeted marketing measures and very successful new customer acquisition in an exceptionally good jackpot year, we reached the milestones of one million new customers and one billion in lottery billings for the first time. We are proud to have achieved the highest revenue in our company's history. At the same time, we were able to demonstrate the enormous profitability and scalability of our business model with a record EBITDA,” says Sebastian Bielski, CFO of ZEAL.
Revenue in the German lottery business grows by 59 %
ZEAL's outstanding revenue performance is largely due to strong revenue growth in lotteries. Due to a very positive jackpot situation and successful marketing measures, the average number of active customers (1,436 thousand) rose by 25%. At the same time, billings from lotteries exceeded one billion euros for the first time at € 1,080.4 million (2023: € 843.3 million). The gross margin rose by 3.1 percentage points to 15.6% due to a price increase in ticket fees in June 2024 and a change in the product mix. The parallel increase in billings and gross margin led to significant revenue growth in the lottery business of 59% to € 168.3 million (2023: € 105.7 million). ZEAL also improved its online market share by 2.4 percentage points from 41.4% to 43.8%.
Earnings almost doubled thanks to marketing efficiency and scaling effects
ZEAL achieved a record 1,259 thousand new customers in 2024, more than double the previous year's figure (2023: 597 thousand). Thanks to more efficient marketing measures, the successful acquisition of new customers led to a year-on-year decrease in acquisition costs per registered new customer (cost per lead, CPL) of 23% to € 35.16 (2023: € 45.52).
Other operating expenses increased by 58% to € 98.0 million (2023: € 62.0 million). This was largely due to strategic marketing expenses, which rose by 58% to € 56.9 million (2023: € 36.0 million), but at a significantly lower rate than the more than doubling of new customer growth. The growth and diversification of the business led to a 54% increase in the direct costs of business operations to € 18.5 million (2023: € 12.0 million). The increase in indirect operating costs to € 22.6 million (2023: € 14.0 million) was due to external consulting services and a provision of € 2.2 million connected to the squeeze-out of LOTTO24 AG.
Despite the higher costs, ZEAL was able to increase EBITDA disproportionately by 88% to € 61.9 million (2023: € 32.9 million) thanks to efficiency gains and scaling effects of the business model in relation to the strong revenue growth. At € 53.7 million, EBIT more than doubled compared to the previous year's figure (2023: € 23.6 million).
The Executive Board and Supervisory Board will propose to the Annual General Meeting on May 21, 2025 the payment of a dividend for the 2024 financial year of € 2.40 per share (2023: € 1.10), consisting of an ordinary dividend of € 1.30 and a special dividend of € 1.10. This means a total distribution to shareholders of around € 50.6 million (2023: € 23.8 million).
Dream House Raffle another highlight of the financial year
In 2024, ZEAL has launched the first charity lottery in Germany to raffle off an existing property. The first raffle of a dream house on the Baltic Sea exceeded all expectations for this product innovation and led to around 14 million tickets being sold between August and October. ZEAL was able to generate around € 1.8 million for charitable causes with the first house raffle alone, including more than € 1.2 million for the main charity partner DKMS.
Squeeze-out of LOTTO24 AG completed
With the acquisition of the remaining shares of LOTTO24 AG in 2024, ZEAL reached an important milestone in the optimization of the Group structure. The squeeze-out was completed on October 8, 2024 and the profit and loss transfer and domination agreement between ZEAL Network SE and LOTTO24 AG was entered in the commercial register on 21 November 2024.
Outlook for 2025
For the 2025 financial year, ZEAL plans to further expand its market leadership in Germany as an online provider of lottery products and to further scale its games offering and the Traumhausverlosung (English: Dream House Raffle). Depending on the general conditions and assuming an average jackpot development, the company expects revenue in the 2025 financial year to be in the range of € 195 million to € 205 million and EBITDA in the range of € 55 million to € 60 million.
About ZEAL
ZEAL Network is an e-commerce group of companies based in Hamburg and the market leader for online lotteries in Germany. Founded in 1999, we brought lotteries to the internet. Today, the ZEAL group now has more than one million active customers and more than 200 employees at three locations. ZEAL allows the participation in state-licensed lotteries via the LOTTO24 and Tipp24 brands and also offers its own lottery products. ZEAL also owns the brands ZEAL Instant Games, ZEAL Ventures and ZEAL Iberia. In the year 2024, the ZEAL Group celebrated its 25th anniversary. Since our foundation, growth, innovation and success are at the heart of what we do.
18 March 2025
ECB authorizes UniCredit to increase Commerzbank stake to 29.9%
Press Release of UniCredit S.p.A.
- Decision beyond current investment not likely in 2025 - antitrust, discussions with key stakeholders and other considerations are further extending the timeline
- Economic downside is protected, with gain carried and full optionality retained
- UniCredit's focus remains on delivery of existing strategic plan
Milan, 14 March 2025 - UniCredit has received ECB authorization to acquire a direct stake in Commerzbank of up to 29.9%.
While the approval underscores UniCredit's financial strength and regulatory compliance, there are still many factors that will determine any further steps and their associated timeline.
However, several further approvals are still required before the c.18.5% shares held through derivatives can be converted into physical shares, including from the Germany Federal Cartel Office.
In addition, UniCredit is awaiting the opportunity to initiate a constructive dialogue with the new German government once formed.
As shareholder, we are pleased that our investment has driven some positive change at Commerzbank, which, together with the recent more optimistic view on German macro, has driven a substantial increase in the bank share price. However, only significant time will reveal if the plan is executable and hence determine whether such price appreciation is justified and sustainable.
As a result, our original timeline for deciding on whether to proceed or not with a potential combination is now likely to extend well beyond the end of 2025.
UniCredit's focus remains on executing on the second phase of our UniCredit Unlocked strategy, which in today's increasingly volatile external environment will further positively differentiate our performance and distributions from those of the rest of the sector. We have secured optionality on external growth options that we shall execute on only if they meet our financial metrics and improve our exciting base plan.
12 March 2025
CLIQ Digital AG: CLIQ Announces Consideration of Delisting
Corporate News
- Delisting considered
- Delisting considered
- Potential public tender & repurchase offers
- AGM postponed until further notice
DUSSELDORF, 10 March 2025 - On 6 March 2025, the CLIQ Group announced via an ad hoc announcement that CLIQ is considering a delisting from all stock exchanges on which the company's shares are currently listed. As part of this process, CLIQ has entered into an agreement with Dylan Media B.V., which is evaluating an acquisition of a substantial number of outstanding CLIQ shares.
Delisting
The decision to explore a delisting is primarily driven by the low investor demand for the CLIQ shares, alongside the reporting obligations and costs associated with being a publicly listed company. A possible delisting would also enhance operational flexibility and decision-making without short-term market pressures. Already for a while, capital markets have no longer been the most viable financing option for CLIQ and any turnaround in this respect is not foreseen in the near future. A potential public partial acquisition offer by Dylan Media and a potential public partial share repurchase offer by CLIQ would give CLIQ shareholders an option to dispose of their shares should they wish to not remain shareholders in an unlisted company.
Potential public partial acquisition offer by Dylan Media
Dylan Media is considering a public partial acquisition offer to CLIQ's shareholders who wish to sell their shares before CLIQ transitions into a non-listed company. Dylan Media is a privately owned Dutch investment company, funded by international investors, experienced media executives and a group of existing CLIQ shareholders, including members of the Management and Supervisory Boards. CLIQ acknowledges that Dylan Media is still negotiating with equity and debt providers to obtain additional funding and has not yet finalised the scope or conditions of its potential partial acquisition offer.
Potential public partial share repurchase offer by CLIQ
Depending on the scope and conditions of the potential offer by Dylan Media, and CLIQ's resulting shareholder structure, the Group may also propose to its General Meeting a public partial share repurchase offer. If resolved, this would trigger the acquisition of treasury shares, which would then - after the completion of CLIQ's partial public share repurchase offer - be cancelled and reduce CLIQ's share capital accordingly. Notably, in case CLIQ will launch a share repurchase offer, Dylan Media has agreed not to participate in any potential repurchase offer with the CLIQ shares it holds.
Annual General Meeting & Financial reporting
As a result of these ongoing developments, CLIQ's Annual General Meeting, originally scheduled for 11 April 2025, has been postponed to a later date. Until further notice, CLIQ intends to publish its financial results for the first quarter 2025 as planned on 8 May 2025.
Management Board statement
"BothCLIQ's Management and Supervisory Boards express their support for Dylan Media's plans. Furthermore, the Boards also support the delisting, contingent on Dylan Media holding a significant shareholding in CLIQ," said Ben Bos, member of the Management Board. "CLIQ remains committed to keeping all stakeholders informed throughout this process."
About CLIQ
The CLIQ Group is a data-driven online performance marketing company that sells bundled subscription-based digital products to consumers worldwide. The Group licenses content from partners, bundles it to digital products, and sells them via performance marketing. CLIQ is expert in turning consumer interest into sales by monetising online traffic using an omnichannel approach.
The Group operated in 40 countries and employed 132 staff from 33 different nationalities as at 31 December 2024. The company is headquartered in Düsseldorf and has offices in Amsterdam and Paris. CLIQ Digital is listed in the Scale segment of the Frankfurt Stock Exchange (ISIN: DE000A35JS40, GSIN/WKN: A35JS4) and is a constituent of the MSCI World Micro Cap Index.
Visit our website https://cliqdigital.com/investors. Here you will find all publications and further information about CLIQ. You can also follow us on LinkedIn.
DUSSELDORF, 10 March 2025 - On 6 March 2025, the CLIQ Group announced via an ad hoc announcement that CLIQ is considering a delisting from all stock exchanges on which the company's shares are currently listed. As part of this process, CLIQ has entered into an agreement with Dylan Media B.V., which is evaluating an acquisition of a substantial number of outstanding CLIQ shares.
Delisting
The decision to explore a delisting is primarily driven by the low investor demand for the CLIQ shares, alongside the reporting obligations and costs associated with being a publicly listed company. A possible delisting would also enhance operational flexibility and decision-making without short-term market pressures. Already for a while, capital markets have no longer been the most viable financing option for CLIQ and any turnaround in this respect is not foreseen in the near future. A potential public partial acquisition offer by Dylan Media and a potential public partial share repurchase offer by CLIQ would give CLIQ shareholders an option to dispose of their shares should they wish to not remain shareholders in an unlisted company.
Potential public partial acquisition offer by Dylan Media
Dylan Media is considering a public partial acquisition offer to CLIQ's shareholders who wish to sell their shares before CLIQ transitions into a non-listed company. Dylan Media is a privately owned Dutch investment company, funded by international investors, experienced media executives and a group of existing CLIQ shareholders, including members of the Management and Supervisory Boards. CLIQ acknowledges that Dylan Media is still negotiating with equity and debt providers to obtain additional funding and has not yet finalised the scope or conditions of its potential partial acquisition offer.
Potential public partial share repurchase offer by CLIQ
Depending on the scope and conditions of the potential offer by Dylan Media, and CLIQ's resulting shareholder structure, the Group may also propose to its General Meeting a public partial share repurchase offer. If resolved, this would trigger the acquisition of treasury shares, which would then - after the completion of CLIQ's partial public share repurchase offer - be cancelled and reduce CLIQ's share capital accordingly. Notably, in case CLIQ will launch a share repurchase offer, Dylan Media has agreed not to participate in any potential repurchase offer with the CLIQ shares it holds.
Annual General Meeting & Financial reporting
As a result of these ongoing developments, CLIQ's Annual General Meeting, originally scheduled for 11 April 2025, has been postponed to a later date. Until further notice, CLIQ intends to publish its financial results for the first quarter 2025 as planned on 8 May 2025.
Management Board statement
"BothCLIQ's Management and Supervisory Boards express their support for Dylan Media's plans. Furthermore, the Boards also support the delisting, contingent on Dylan Media holding a significant shareholding in CLIQ," said Ben Bos, member of the Management Board. "CLIQ remains committed to keeping all stakeholders informed throughout this process."
About CLIQ
The CLIQ Group is a data-driven online performance marketing company that sells bundled subscription-based digital products to consumers worldwide. The Group licenses content from partners, bundles it to digital products, and sells them via performance marketing. CLIQ is expert in turning consumer interest into sales by monetising online traffic using an omnichannel approach.
The Group operated in 40 countries and employed 132 staff from 33 different nationalities as at 31 December 2024. The company is headquartered in Düsseldorf and has offices in Amsterdam and Paris. CLIQ Digital is listed in the Scale segment of the Frankfurt Stock Exchange (ISIN: DE000A35JS40, GSIN/WKN: A35JS4) and is a constituent of the MSCI World Micro Cap Index.
Visit our website https://cliqdigital.com/investors. Here you will find all publications and further information about CLIQ. You can also follow us on LinkedIn.
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