Squeeze-out of minority shareholders of the former DAB Bank AG: Court of appeal will review the compensation

In the judicial review proceedings on the merger-law squeeze-out at the former DAB Bank AG, the district court of Munich I (Landgericht München I) increased the cash compensation by EUR 1.81 to EUR 6.59 per DAB Bank AG share (+ 37.87 %), see https://spruchverfahren.blogspot.de/2017/07/squeeze-out-bei-der-dab-bank-ag_19.html.

BNP Paribas S.A. lodged a complaint against this decision on 24 August 2017. The district court ordered the appellant to substantiate the appeal by 9 October 2017.

Payment of the enhancement amount will not be made until after the final verdict. Until then, the enhancement will bear interest of 5 percentage points above the base interest rate.

Schlumberger AG: squeeze-out entered into the commercial register

by Martin Arendts, Attorney-at-law (Rechtsanwalt)

The squeeze-out of the remaining minority shareholders in favor of the main shareholder Sastre Holding had been resolved at the 31st Annual General Meeting of Schlumberger AG, Vienna, which is primarily known as a sect producer. After the entry of this resolution in the commercial register, the Schlumberger shares of the mionority sharholders were now booked out.

Sastre (a vehicle of the Paulsen Familiae Foundation) pays the minority shareholders a cash compensation of EUR 26.00 per ordinary share and EUR 18.50 per preference share. This corresponds to the prices of the public takeover offer from December 2016, which ran until 16 March 2017.

The appropriateness of the amounts offered will be checked in a judicial review procedure.

IVG Immobilien AG: squeeze-out of minority shareholders

A squeeze-out of EUR 32.50 per IVG share is to be decided at the Annual General Meeting of IVG Immobilien AG on Wednesday, October 18, 2017. The free float, which was significantly reduced after the implementation of an insolvency plan in 2014 (reduction of the share capital to zero and a debt-to-equity swap for the previous creditors), is currently only 0.11%.

XING group "Unternehmensbewertung & Spruchverfahren"

https://www.xing.com/communities/groups/unternehmensbewertung-and-spruchverfahren-1799-1077308

LinkedIn group "Shareholders in Germany"

https://www.linkedin.com/grp/home?gid=8290910

Nidda Healthcare Holding AG: Minimum acceptance threshold for STADA Takeover Offer narrowly missed

- Shareholders representing 65.52 percent of all STADA shares accepted Takeover Offer

- Management and Supervisory Boards recommended and strongly supported Takeover Offer

- Tendered STADA shares to be returned to shareholders

Frankfurt / Munich, 26 June 2017 - The voluntary public Takeover Offer of Nidda Healthcare Holding AG, a holding company controlled by funds advised by Bain Capital Private Equity, LP ("Bain Capital") and by Cinven Partners LLP ("Cinven"), for all outstanding shares of STADA Arzneimittel AG ("STADA" or the "Company") has lapsed due to the non-fulfilment of the minimum acceptance threshold offer condition.

During the acceptance period, which expired on 22 June 2017, the Takeover Offer was accepted for 40,844,263 STADA shares. This represents approximately 65.52 percent of the shares and the voting rights of STADA. The minimum acceptance threshold of 67.5 percent of all STADA shares was therefore narrowly missed despite a highly attractive offer price of EUR 66 per share, the recommendations by the STADA Management and Supervisory Boards and a concerted shareholder outreach by Bain Capital and Cinven as well as the Company. Following the lapse of the offer, shares which were tendered by accepting the Takeover Offer will be returned to the shareholders.

Bain Capital and Cinven worked very closely and constructively with the Management and Supervisory Boards of STADA who recommended and supported the Takeover Offer.

RHI AG: Cash compensation offer (ad hoc)

06/23/17

As part of the combination of RHI AG with Magnesita S.A., which was announced in a press release on October 5, 2016, it is required to make a cash compensation offer to exiting shareholders for the cross-border merger of RHI AG into RHI – MAG N.V. planned within this transaction.

The Management Board today set the price of the cash compensation of EUR 26.50 per share. This assessment is based on a pure stand-alone view of RHI not including the synergies after closing of the planned transaction.

Further details regarding the merger will be announced in the course of the disclosure of the transaction documentation by June 30, 2017.

Squeeze-out of minority sharholders of Süd-Chemie AG: Court raised adequate compensation to EUR 132.30 per share (+ 5.62%)

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

In the judicial review proceedings regarding the squeeze-out of minority shareholders of Süd-Chemie AG, Munich, the Munich District Court (Landgericht München I) raised the adequate compensation to EUR 132.30. As Clariant AG had offered EUR 125.26 per share, this is an increase of 5.62%.

Munich District Court (LG München I), decision of 28 April 2017, file no. 5 HK O 26513/11
SdK e.V. et al. v. Clariant AG

Standard Industries Completes Acquisition of Braas Monier to Form Global Roofing Leader

Corporate News

- Future management team comprised of top leadership from both Braas Monier and Icopal

- The combined Icopal and Braas Monier business will operate under the name "BMI Group"

Luxembourg/New Jersey, 3 April 2017. Braas Monier Building Group S.A. and Standard Industries Inc., the leading global provider of roofing and waterproofing solutions, announced that Standard Industries will today close its tender offer for Braas Monier. Standard Industries will combine Braas Monier's operations with its European flat roofing business, Icopal, to form the largest manufacturer in the European roofing industry, with a diverse product portfolio of both pitched and flat roof technologies.

The new name for Standard Industries' European operations will be "BMI Group". The new logo draws on the heritage of both Icopal and Braas Monier, while symbolizing their now shared future - one in which they are stronger together. The existing local Braas Monier and Icopal brand names will remain a critical part of the joint operations. The group headquarters for the combined business will be in London.

BMI Group will service its customers with a full portfolio of roofing and waterproofing solutions for both the pitched and the flat roof markets. Customers will benefit from the combination of strong brands and an extensive sales, service and marketing platform for the joint operations. Further, BMI Group's offering will be enhanced by extensive investments in infrastructure and research and development designed to meet customers' increasingly complex technology and logistics needs.
David Millstone, Co-CEO of Standard Industries, said, "Today is a big day in our more than 100-year history as we bring together two strong, highly-complementary businesses to form a world-class, global leader in roofing and waterproofing. As the newest member of the Standard Industries family, BMI Group will benefit from continuous investment in employee development, new product technology and innovation to provide customers with value added solutions."

Co-CEO of Standard Industries David Winter said, "We have always respected the deep experience and work of Braas Monier's leadership and employee base and will continue to invest heavily in the new BMI Group team. We look forward to servicing our customers' increasingly complex needs around the globe with enhanced, value added solutions."

BMI Group will be led by a talented management team with balanced representation from Icopal and Braas Monier and over a century of experience in the building materials industry:

- Tony Robson, Executive Chairman of Icopal, will become Executive Chairman of BMI Group

- Georg Harrasser, Chief Executive Officer of Braas Monier, will become President
of BMI Group

- Matthew Russell Chief Financial Officer (CFO) of Braas Monier, will become CFO
of BMI Group

- Tom Anderson, Chief Operating Officer (COO) of Icopal, will become COO of BMI Group

- Keith Sanders, most recently Senior Vice President (SVP) of National Accounts, Sales Administration & International at GAF, Standard Industries' North American roofing business, will become SVP of Sales Strategy at BMI Group

Georg Harrasser, CEO of Braas Monier and future President of BMI Group, said, "BMI Group will be the leading European manufacturer in our industry, offering customers innovative solutions for both pitched and flat roofs. We have a broad portfolio of strong and trusted products and brands that will only be enhanced by additional investment as part of the Standard Industries family," said Harrasser. "Our employees are vital to the success of this business. We believe that people make the difference and that's why we want to retain and attract the best in the industry to work at BMI Group," he continued.

Standard Industries has secured approximately 94.5 percent of the total share capital and voting rights in Braas Monier. As announced on March 29, 2017, shareholders can exercise a tender right pursuant to Art. 16 para. 1 of the Luxembourg Takeover Act and require Marsella Holdings S.à r.l., a wholly-owned subsidiary of Standard Industries Inc., to acquire their shares, until June 29, 2017, 24:00 hours (midnight) (CEST). Standard Industries will publish additional details on the exercise of the tender right, in particular the fair price to be paid for the tendered Braas Monier shares, within this period.

Additional information is available at http://www.offer.braas-monier.com.

About Braas Monier
Braas Monier Building Group is a leading manufacturer and supplier of pitched roof products. The Group covers all steps of the manufacturing process, offering a comprehensive range of concrete and clay tiles for pitched roofs in Europe, parts of Asia and South Africa. The portfolio also includes ceramic and steel chimneys and energy system solutions. Braas Monier had operations in 36 countries and 121 production facilities and employed 7,922 people as at 31 December 2016. The Company is headquartered in Luxembourg.

About Standard Industries
Standard Industries is a privately-held, global, diversified holding company with interests in building materials, aggregates, and related investment businesses in public equities and real estate. Founded in 1886, Standard Industries has over 15,000 employees and operations in more than 80 countries. Operating subsidiaries include: GAF, a leading North American roofing manufacturer; Braas Monier Building Group, a leading manufacturer and supplier of pitched roof products in Europe, parts of Asia and South Africa; Icopal, a leading European commercial roofing business; SGI, a leading North American aggregates and mining company supplying specialized products to the North American building materials industry; and Siplast, a provider of high-end modified bitumen membranes and liquid-applied roofing products.

XING group "Unternehmensbewertung & Spruchverfahren"

https://www.xing.com/communities/groups/unternehmensbewertung-and-spruchverfahren-1799-1077308

Squeeze-out initiated for GfK SE

Acceleratio Capital N.V., a holding company controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P. (together with affiliates, "KKR"), initiated a squeeze-out of minority shareholders against payment of a cash compensation in order to acquire all shares in GfK SE.

As announced before, Acceleratio Capital N.V. and GfK Verein together held more than 75 percent of the share capital and voting rights of GfK SE following completion of the voluntary public takeover offer. In addition, Acceleratio Capital N.V. together with affiliates has acquired GfK shares off-market corresponding to about 20.9 percent of the shares of GfK SE. Now, Acceleratio Capital N.V. holds 35,285,787 shares in GfK SE representing 96.7 percent of the share capital and voting rights of GfK SE.

A shareholding quota of more than 95 percent allows for a squeeze-out of the minority shareholders. On 22 March 2017, Acceleratio Capital N.V. and GfK Verein already informed GfK SE about their intention to initiate a squeeze-out. Acceleratio Capital N.V. formally provided GfK SE with the request pursuant to section 327a para. 1 sentence 1 of the German Stock Corporation Act (Aktiengesetz) that GfK SE's general meeting shall resolve upon the transfer of all shares of the minority shareholders to Acceleratio Capital N.V.

DVB Bank SE says squeeze-out cash compensation fixed at 22.60 EUR/share

The cash compensation for DVB Bank SE shares for the squeeze-out of minority shareholders has been fixed at EUR 22.60 per share. The adequacy of this amount will be reviewed in court proceedings (Spruchverfahren).

Upcoming judicial review proceedings (Germany and Austria)

The specialized law firm ARENDTS ANWÄLTE will represent minority shareholders in following proceedings:

• Ariston Real Estate AG: squeeze-out
• BDI - BioEnergy International AG: squeeze-out
• Bremer Straßenbahn AG: squeeze-out announced
• BWT AG: squeeze-out
• CHORUS Clean Energy AG: squeeze-out announced
• DATA MODUL Aktiengesellschaft Produktion und Vertrieb von elektronischen Systemen: domination agreement
• Diebold Nixdorf Aktiengesellschaft (formerly: Wincor Nixdorf Aktiengesellschaft): domination agreement
• DVB Bank SE: squeeze-out
• GfK SE: squeeze-out
• IKB Deutsche Industriebank AG: squeeze-out
• KÖLN-DÜSSELDORFER Deutsche Rheinschiffahrt AG: squeeze-out
• Kontron AG: merger with S&T Deutschland Holding AG
• mediantis AG (formerly: buecher.de AG): squeeze-out
• MWG-Biotech AG: squeeze-out
• Pelikan Aktiengesellschaft: squeeze-out
• primion Technology AG: squeeze-out
• Raiffeisen Bank International AG: merger with Raiffeisen Zentralbank Österreich AG
• Schlumberger Aktiengesellschaft: squeeze-out
• STRABAG AG: squeeze-out
• WESTGRUND Aktiengesellschaft: squeeze-out

New LinkedIn group "Shareholders in Germany"

https://www.linkedin.com/grp/home?gid=8290910

SpruchZ no. 2/2017 published

Spruchverfahren aktuell (SpruchZ) Nr. 2/2017l von SpruchZ

Data Modul: Arrow intends to enter into domination and profit transfer agreement

- Arrow Central Europe Holding Munich GmbH ('Arrow') intends to enter into a domination and profit transfer agreement

- Arrow has notified Data Modul AG that Arrow holds, as per today, 69.2% of registered share capital of Data Modul AG

http://spruchverfahren.blogspot.de/2017/04/data-modul-aktiengesellschaft.html