centrotherm international AG: Centrotherm AcquiCo AG submits request for the squeeze-out of minority shareholders of centrotherm international AG

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

Centrotherm AcquiCo AG submits request for the squeeze-out of minority shareholders of centrotherm international AG pursuant to section 62 para. 5 sentence 1, 8 of the German Transformation Act in conjunction with sections 327a et seq. of the German Stock Corporation Act (squeeze-out under merger law)

Blaubeuren, 17. December 2025 – Today, Centrotherm AcquiCo AG (formerly: Perle 49. AG), Frankfurt am Main (“Main Shareholder”), informed centrotherm international AG (“Company”) that it owns shares in the Company amounting to 90% of the Company’s share capital following the consummation of the share purchase agreement with Solarpark Blautal GmbH.

The Main Shareholder therefore requested the Company’s management board today to have a resolution passed at a shareholders’ meeting of the Company, which is yet to be convened, in connection with a group merger of the Company as the transferring legal entity to the Main Shareholder as the acquiring legal entity, on the transfer of the shares of the Company’s remaining shareholders to the Main Shareholder against payment of an adequate cash compensation pursuant to section 62 para. 5 sentence 1, 8 of the German Transformation Act in conjunction with sections 327a et seq. of the German Stock Corporation Act (“Squeeze-Out”). For this purpose, a merger agreement shall be concluded between the Company and the Main Shareholder.

The amount of the cash compensation has not yet been determined. It will be determined on the basis of, among other things, a company valuation that is still to be carried out and will be disclosed to the Company separately in a second squeeze-out request from the Main Shareholder. The adequacy of the cash compensation determined will be reviewed by an expert auditor to be appointed by the competent court.

The Squeeze-Out will take effect subject to, among other things, the approval of the Company’s shareholders’ meeting and the registration of this resolution and the merger with the Company’s commercial register as well as the registration of the merger with the commercial register of the Main Shareholder. The shares of the minority shareholders will only be transferred to the Main Shareholder once the merger has been registered with the commercial register of the Main Shareholder.

The Company’s shareholders’ meeting is expected to pass a resolution on the Squeeze-Out at the 2026 Annual General Meeting. The Company will provide information on the date of the 2026 Annual General Meeting in accordance with legal requirements.

4SC AG: Capital reduction to zero and simultaneous capital increase effective - Delisting from the Frankfurt Stock Exchange

Business news for the stock market

Planegg-Martinsried, Germany, 16 December 2025 – 4SC AG announces that the capital reduction to zero euros and the simultaneous cash capital increase of approximately €2.7 million, which were resolved by the Annual General Meeting on September 19, 2025, became effective today. This means that the old shares of 4SC AG (ISIN DE000A3E5C40) and the admission of the old shares to trading on the regulated market of the Frankfurt Stock Exchange and to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) have been terminated (delisting). The old shares will be deregistered in the next few days by the custodian banks and Clearstream Europe AG (formerly Clearstream Banking AG). Delivery of the new shares subscribed for as part of the capital increase (including additional subscriptions) (ISIN DE000A0L1LC2) will take place on or around December 23, 2025, by means of booking with the respective custodian bank. The allocation ratio for additional subscriptions is approximately 48.6%. As announced, the new shares will not be admitted to trading on the stock exchange.

JPMorgan Chase & Co. now holds 6.58% of Covestro AG: Will there be a squeeze-out in favour of ADNOC?

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

According to the voting rights notification dated December 9, 2025, JPMorgan Chase & Co. now holds 6.58% of Covestro AG, which is slightly more than the previously reported 6.48%. It is interesting to note that the share held directly via shares (and not via instruments) has been increased from 3.97% to 6.45%. This indicates that JPMorgan Chase & Co. wants to play a role in the so-called “endgame” following the successful takeover by ADNOC.

In July, the European Commission initially launched an in-depth investigation to examine the acquisition of Covestro by Abu Dhabi National Oil Company PJSC (“ADNOC”) under the Foreign Subsidy Regulation (“FSR”). This investigation was successful for the bidder. Germany also approved the takeover (recent foreign trade clearance by the BMWK).

An agreed 10% capital increase is expected to bring Covestro €1.17 billion in fresh capital. Delisting and a squeeze-out are likely to follow.

PULSION Medical Systems SE: Squeeze-out of minority shareholders registered

Press Release 

Feldkirchen, 24th November 2025 

With the entry of the resolution of the Annual General Meeting of PULSION Medical Systems SE dated 17 October 2025 in the Commercial Register on 19 November 2025, the shares of all remaining shareholders of the company (minority shareholders) were transferred to MAQUET Medical Systems AG, registered office: Rastatt, Kehler Straße 31, 76437 Rastatt (AG Mannheim HRB 719044) in return for an appropriate cash compensation (known as a "squeeze-out under stock corporation law"). All shares in PULSION Medical Systems SE are therefore held by MAQUET Medical Systems AG. The minority shareholders will receive the agreed compensation and will be notified of this by their custodian banks. 

PULSION Medical Systems SE has also applied to delist the shares from the Munich Stock Exchange's open market. As a result of the squeeze-out under stock corporation law, it is currently impossible for the shares to continue to be traded on the open market.

Klöckner & Co SE confirms rumors on negotiations regarding a potential voluntary public takeover offer by Worthington Steel, Inc.

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

Klöckner & Co SE confirms rumors that the company is in negotiations with Worthington Steel, Inc. regarding a voluntary public takeover offer for all shares of Klöckner & Co SE and Worthington Steel, Inc. is conducting a due diligence review.

It is currently uncertain whether or under which conditions a potential voluntary public takeover offer will be pursued.

Dubious purchase offer for shares in PharmaSGP Holding SE by a supposed “Brockhaus Private Equity”

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

At the end of November 2025, a “voluntary public purchase offer” to the shareholders of Pharma SGP Holding SE (WKN A2P4LJ, ISIN: DE000A2P4LJ5) was published in the Federal Gazette/"Bundesanzeiger" (and thus with a completely official stamp). The offer is for EUR 34.30 per PharmaSGP share, significantly more than the cash compensation of EUR 30.64 per share offered for the upcoming squeeze-out and higher than the current stock market prices.

In addition to the questionable economic viability of the offer, the unusual email address “mail.de” is also cause for concern. The offer allegedly comes from Brockhaus Private Equity GmbH, which has, however, clearly denied this. It is therefore likely to be a case of identity theft (a fairly common scam in such cases).

There have been a number of similar dubious purchase offers recently. In some cases, attempts are made to persuade interested parties to make further purchases and payments. In other cases, confidential data (bank details and securities account numbers) is also obtained.

https://spruchverfahren.blogspot.com/2025/12/unserioses-kaufangebot-fur-aktien-der.html