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