Purchase offer for shares of Halloren Schokoladenfabrik Aktiengesellschaft at EUR 4.20

Magrath Holdings S.à r.l., 1471 Luxembourg, Grand Duchy of Luxembourg, has made an offer to the shareholders of Halloren Schokoladenfabrik Aktiengesellschaft, Halle (Saale), to acquire all registered no-par value shares of Halloren Schokoladenfabrik Aktiengesellschaft against payment of a cash consideration in the amount of EUR 4.20 per share. The acceptance period runs from June 30, 2022, 0:00 hours (CEST) to December 30, 2022, 24:00 hours (CET).

The Offer Document can be downloaded from the Bidder's website at www.halloren-angebot.de. 

In the Offer Document, the Bidder points out that it already holds a (partly indirect) participation in Halloren Schokoladenfabrik Aktiengesellschaft in the amount of approx. 86.2%. Thus, the Bidder has (partly indirectly) the necessary voting and capital majority to be able to enforce important structural measures under company law with regard to the Target Company at its shareholders' meeting.

German Federal Court of Justice to decide on the takeover of Deutsche Postbank by Deutsche Bank: Was the consideration for Postbank minority shareholders appropriate?

(convenience translation)

Press Release No. 100/2022

The II. Zivilsenat (Civil Senate), which is responsible for corporate law, once again has to decide whether the consideration granted by Deutsche Bank AG to the shareholders of Deutsche Postbank AG for their shares was appropriate.

Facts:

The plaintiffs in the two proceedings held shares in Deutsche Postbank AG. On October 7, 2010, the defendant, Deutsche Bank AG, published a (voluntary) takeover offer pursuant to section 29 (1) of the Wertpapiererwerbs- und Übernahmegesetz (WpÜG - German Securities Acquisition and Takeover Act) at a price of €25 per share, which the plaintiffs accepted. The plaintiffs consider the takeover offer to be inadequate and are therefore demanding payment of a differential amount under section 31 WpÜG or damages for failure to make a mandatory offer under section 35 (2) WpÜG.

On September 12, 2008, Deutsche Bank AG entered into an agreement ("Original Agreement") with Deutsche Post AG on the acquisition of a 29.75% minority shareholding in Postbank at a price of EUR 57.25 per share. In addition, Deutsche Bank AG received an option to acquire a further 18 % block of shares in Postbank for €55 per share, and Deutsche Post AG received a put option to sell its remaining stake in Postbank of 20.25 % plus one share to Deutsche Bank AG at a price of €42.80 per share. After Deutsche Bank AG and Deutsche Post AG had initially agreed at the end of December 2008 to postpone the execution of the original acquisition agreement due to changed market conditions, they concluded a "supplemental agreement" on January 14, 2009, under which the acquisition of Postbank was to take place in three steps: First, Deutsche Bank AG was to acquire 50 million shares (= 22.9% of Postbank's share capital) at a price of €23.92 per share, then 60 million shares (= 27.4% of the share capital) via a mandatory exchangeable bond maturing on February 25, 2012 at a price of €45.45 per share. The Company was able to acquire a further 26,417,432 shares (= 12.1% of the capital stock) under call and put options at a price of €48.85 per share for the call option and €49.42 each for the put option. The options were to be exercisable between February 28, 2012 and February 25, 2013.

The plaintiffs are of the opinion that Deutsche Bank AG should already have published a mandatory offer pursuant to § 35 (2) WpÜG at a price of €57.25 per share on the basis of the original agreement because this agreement contained an in rem acquisition obligation on the part of the defendant in excess of a 29.75% shareholding and thus resulted in the defendant acquiring control pursuant to § 30 (1) no. 5 WpÜG. In part, they believe that the defendant should in any case have published a mandatory offer at a price of €49.42 (put option), €48.85 (call option) or €45.45 (mandatory exchangeable bond) on the basis of the supplementary agreement.

Course of proceedings to date:

In proceedings II ZR 9/21, the Regional Court dismissed the action. The Higher Regional Court dismissed the plaintiff's appeal. On appeal by the plaintiff, the Federal Court of Justice reversed the judgment of the Higher Regional Court and referred the case back to the Higher Regional Court for a new hearing and decision. The Higher Regional Court took evidence and again dismissed the plaintiff's appeal.

In the proceedings II ZR 14/21, the plaintiffs, who had accepted the defendant's offer, were overwhelmingly successful with their claims. On appeal by the defendant, the Higher Regional Court dismissed the actions.

In justification, it was stated in each case that the plaintiffs had not proven that Deutsche Bank AG had already acquired control of Postbank prior to the publication of the (voluntary) takeover offer on October 7, 2010, because voting rights from the shares held by Deutsche Post AG were attributable to it in accordance with section 30 of the Wertpapiererwerbs- und Übernahmegesetz (WpÜG - German Securities Acquisition and Takeover Act). In particular, there was no "acting in concert" within the meaning of section 30 (2) WpÜG. § In particular, there was no "acting in concert" within the meaning of section 30 (2) of the WpÜG between Deutsche Bank AG and Deutsche Post AG. Deutsche Bank AG was therefore not obliged to publish a mandatory offer in accordance with section 35 of the Wertpapiererwerbs- und Übernahmegesetz (WpÜG - German Securities Acquisition and Takeover Act), with the result that the plaintiffs are not entitled to payment of any difference to the consideration offered of EUR 25 per share.

With their appeals, which were allowed by the Court of Appeal with regard to the legal questions in connection with the interpretation of the attribution provisions of § 30 (2) WpÜG, the plaintiffs are continuing to pursue their claim.

Lower instances:

II ZR 9/21:

Cologne Regional Court - Judgment of July 29, 2011 - 82 O 28/11
Cologne Higher Regional Court - Judgment of October 31, 2012 - 13 U 166/11
BGH - Judgment of July 29, 2014 - II ZR 353/12
Cologne Higher Regional Court - Judgment of December 16, 2020 - 13 U 166/11 and

II ZR 14/21

Cologne Regional Court - Judgment of October 20, 2017 - 82 O 11/15

Cologne Higher Regional Court - Judgment of December 16, 2020 - 13 U 231/17

Adler Group S.A. sells portfolio in Berlin to ADLER Real Estate AG

Corporate News

- Transaction at fair value of EUR 326 million

- Next step towards further optimization of corporate structures

Luxembourg, 24 June 2022 – Adler Group S.A. ("Adler Group") today announced the sale of a portfolio of residential properties in Berlin to ADLER Real Estate AG ("ADLER Real Estate"), following the approval of the Board of Directors of Adler Group as well as the Supervisory Board of ADLER Real Estate. The portfolio comprises around 1,400 residential units in Berlin and has a market value of EUR 326 million according to the latest evaluation by CBRE as of 31 March 2022. The consideration for Adler Group considering minority interests, financial liabilities as well as deferred taxes will be approximately EUR 275 million. The transaction is not subject to any conditions and will be completed without delay.

The transaction relates to the optimization of processes and structures within the Adler Group and its subsidiaries and is therefore in the best interests of the companies. The Adler Group is currently undergoing a program to improve its transparency and corporate governance following allegations made by a short seller.

After the allegations had become known and with the start of the reorganization of the company initiated when Prof. Dr. A. Stefan Kirsten assumed his role as a Chairman of the Board of Directors of Adler Group on 16 February 2022, a comprehensive package of measures was implemented to improve transparency and corporate governance. This included the conclusion of the review by KPMG Forensic with the requirement to submit audited consolidated financial statements of Adler Group and ADLER Real Estate for the 2021 financial year by 30 April 2022, the disclosure of the findings of the review and their reflection in the consolidated financial statements, and the comprehensive communication of the structural and procedural measures to improve transparency and corporate governance. This also includes the appointment of Thomas Echelmeyer as interim CFO on a consultancy basis, the downsizing and effective staffing of the board of directors' committees, the strengthening of the compliance functions with the support of an external consulting firm, and further steps to integrate the Adler Group.

With a share of 96.72 %, the Adler Group is the majority shareholder of ADLER Real Estate AG.

Resale of wagon hire company VTG after squeeze-out?

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

According to media reports, the investment company Global Infrastructure Partners, which specialises in infrastructure investments, is on the verge of a multi-billion euro purchase of the wagon hire company VTG. Global Infrastructure Partners is close to an agreement with the infrastructure arm of US bank Morgen Stanley, Morgan Stanley Infrastructure Partners ("MSIP"), on a takeover that could value VTG at more than EUR 5 billion (significantly more than set in the squeeze-out), news agency Bloomberg reported. However, there would be other interested parties.

VTG's main shareholder Warwick Holding GmbH, Frankfurt am Main, had pursued the squeeze-out of VTG's minority shareholders after a delisting. Warwick is an investment vehicle of Morgan Stanley Infrastructure Partners and OMERS Infrastructure (on behalf of OMERS, the pension plan for municipal employees in the Canadian province of Ontario). Warwick only came above the threshold of 95% of the shares required for a squeeze-out via a so-called securities loan from the Joachim Herz Foundation (approx. 15% of the shares). 

appraisal proceeding with regard to the squeeze-out at VTG:
Regional Court of Hamburg, case no. 403 HKO 68/21
Rolle, T. et al ./. Warwick Holding GmbH
70 applicants
joint representative: Attorney-at-law Dr. Steffen Kraus, CausaConcilio Koch & Partner mbB Rechtsanwälte, 24114 Kiel, Germany
Agents of the respondent, Warwick Holding GmbH:
Sullivan & Cromwell LLP, 60311 Frankfurt am Main, Germany

Appraisal proceedings on the squeeze-out at HypoVereinsbank: no increase in cash compensation in the first instance

Announcement of the Regional Court Munich I of 22 June 2022 (convenience translation):

The 5th Commercial Chamber of the Regional Court Munich I today rejected by decision the applications for the determination of a higher cash compensation than € 38.26 per share on the occasion of the squeeze out at Bayerische Hypo- und Vereinsbank AG (Case No. 5 HK O 16226/08).

On 26/27 June 2007, the general meeting of HypoVereinsbank AG had decided to transfer the shares of the minority shareholders to its majority shareholder UniCredito S.p.A. against a cash compensation of € 36.28 per share (squeeze out). Around 300 applicants had initiated appraisal proceedings against this in order to have the appropriateness of this cash compensation owed by UniCredito as the main shareholder reviewed by the courts.

The chamber under its presiding judge Dr Helmut Krenek, which specialises in questions of company law and thus also in appraisal proceedings, issued a very comprehensive 350-page decision explaining why it considered the cash compensation to be appropriate. In doing so, the chamber had to deal not only with the valuation of Bayerische Hypo- und Vereinsbank AG, but above all with the value of six other banks from Central and Eastern Europe. After HypoVereinsbank had sold its shares in Bank Austria Creditanstalt AG to UniCredito, it also had to be examined whether the purchase price of approximately € 12.5 billion paid to HypoVereinsbank as of 25 October 2006 had been agreed to be too low; if this had been the case, HypoVereinsbank would have been entitled to claim compensation for disadvantages against UniCredito, which de facto controlled it through its majority shareholding. The same reviews had to be carried out by the Board with regard to the sale of International Moscow Bank to Bank Austria Creditanstalt for a purchase price of € 984 m, the sale of HVB Bank Ukraine to a subsidiary of UniCredito for a price of € 83 m, and the sale of registered shares held by HypoVereinsbank to HVB Bank Latvia for approximately € 75 m. HVB Bank Latvia also acquired registered shares from HypoVereinsbank for a purchase price of € 75 m. The latter also acquired from HypoVereinsbank its branches in Vilnius for € 10.67 million and in Tallinn for € 71.582 million. The proceedings also dealt with the contribution of the investment banking business of the UniCredito Group to HypoVereinsbank by way of a capital increase against contribution in kind with a value of € 2.025 billion as well as the appropriateness of the prices for the sale of several asset management subsidiaries of HypoVereinsbank to subsidiaries of UniCredito.

In order to assess the appropriateness of the respective company valuations and purchase prices, the chamber consulted two experts, who provided a total of four expert opinions comprising more than 1,500 pages. In addition, the chamber heard the experts for a total of about 17 hours on two days to explain their expert opinions.

On the basis of this extensive taking of evidence, the chamber came to the conclusion that the valuation of International Moscow Bank was too low by € 208 million and the valuation of two asset management companies was too low by € 182 million and € 49 million respectively, which justified corresponding claims by HypoVereinsbank for compensation for disadvantages. In the case of International Moscow Bank, the planning for this bank was clearly too pessimistic, resulting in a significantly higher enterprise value. Since the valuation of the banks' sales transactions - i.e. also those of International Moscow Bank and HVB Bank Ukraine, which are based in Russia and Ukraine - was based on the reporting date of 25 October 2006, the war in Ukraine could not play a role for the Chamber.

In the case of Bank Austria Creditanstalt, the Board did indeed consider the purchase price to be too low; it determined a value of € 13.666 billion for the share held by HypoVereinsbank. However, since the determination of any company value is directed towards the future and therefore depends on a large number of forecasts to be made on the reference date, there can be no exact, single correct value of a company. In addition, since a contractual agreement had to be assessed here, in which the contracting parties had greater leeway, the board drew the line above which a compensable disadvantage would have had to be assumed, at 10 %, further than in the case of the direct structural measure. In the case of a deviation of 9.18 %, this limit had not been exceeded.

In the case of HypoVereinsbank itself, whose valuation was based on the reporting date of the Annual General Meeting in June 2007, there were changes in the capitalisation rate because HypoVereinsbank's own risk had to be recognised at a lower level than assumed by the valuation experts and the settlement auditors. This has the same effect on the discounting of future earnings as the adjustment of the volume of listed investments not required for operations, which are recognised as a special value because they are not necessary for maintaining HypoVereinsbank's business operations. Taking further account of the claims to compensation for disadvantages, including the interest accruing thereon, as a special value, this resulted in an enterprise value for HypoVereinsbank of € 32.155 billion, which would result in an arithmetical settlement of € 40.07 per share. This compensation would be 4.73 % higher than the compensation determined by the Annual General Meeting. However, with such a deviation of less than 5 % from the set compensation, the board could not yet determine the inappropriateness of the original cash compensation of € 38.26 per share because of the predictive nature of any company valuation.

The decision is not final yet.

____________

Editor's comment:

Applicants may file an appeal within one month from the date of service of the decision. The Bavarian Supreme Court decides on these appeals in the second (and probably last) instance.

Planned changes to appraisal procedures in Germany by the draft bill on the EU Directive on Cross-border Conversions, Mergers and Divisions

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

The Directive (EU) 2019/2121 of 27 November 2019 (also known as the Mobility Directive), which entered into force on 1 January 2020, regulates the cross-border division of companies for the purpose of new incorporation and the cross-border change of legal form (in the form of transfer of registered office). In addition, the already existing regulations on cross-border mergers are amended.

The requirements of the EU Conversion Directive must already be implemented in national law by 31 January 2023. On 20 April 2022, the German Federal Ministry of Justice presented a corresponding draft bill (“Referentenentwurf”) on the implementation of the EU Conversion Directive.

The planned law on the implementation of the Conversion Directive also contains new provisions aimed at speeding up appraisal proceedings under the German Act on Appraisal Procedures (SpruchG, Spruchverfahrensgesetz of 12 June 2003) without, according to the Ministry, curtailing the rights of the parties to the proceedings. The simplification potentials uncovered during an evaluation are to be raised with the proposed amendments. In addition, the substantive amendments to the Conversion Act to be made in implementation of the Directive provisions require procedural consequential amendments, for which the draft bill provides for amendments to the Spruchverfahrensgesetz. In addition, there are amendments that are not directly related to the provisions of the Directive, such as the provision for obligatory legal representation in appraisal proceedings, the possibility of a majority settlement and the abolition of the non-interlocutory decision in appraisal proceedings.

The scope of application of appraisal proceedings is expanded. For example, the draft bill standardises a right of withdrawal against cash compensation and a claim for improvement of the exchange ratio in the case of cross-border mergers and divisions in order to protect minority shareholders. The existing unequal treatment of minority shareholders of transferring and acquiring companies in the case of mergers will be ended by making the appraisal proceedings available to both groups of minority shareholders in the future.

An important change in the consideration to be paid is that in the case of mergers involving public limited companies and partnerships limited by shares, the obligation to pay cash can be replaced by the granting of shares as compensation in the case of an inappropriate exchange ratio. According to the Ministry, this protects liquidity and facilitates investments in the course of restructuring.

In procedural terms, the biggest change is likely to be the provision for legal representation in appraisal proceedings in the new section 5 of the Act on Appraisal Procedures (SpruchG): "Before the regional courts, the higher regional courts and a supreme regional court, the parties must be represented by a attorney-at-law. Before the Federal Supreme Court, the parties must be represented by an attorney-at-law admitted to the Federal Supreme Court. Sentence 1 shall not apply to the joint representative."

The new section 11a SpruchG is intended to introduce the possibility of a majority settlement. A settlement, accepted by a majority of the applicants and the joint representative, can be taken into account by the court in its value estimation: "If the defendant, the joint representatives and such applicants who jointly hold at least 90 per cent of the share capital of all applicants agree on a certain compensation, the court may take its amount into account in its estimation."

A new version of section 12 (1) SpruchG is obviously intended to abolish the required decision of non-redress, which in practice has so far only contributed to a prolongation of the proceedings. Thus, the draft bill provides that section 68 (1) FamFG (which provides for a decision of non-redress of the court) will no longer be applied to appraisal proceedings.

Aareal Bank AG: Successful voluntary public takeover offer by Atlantic BidCo – 60 per cent minimum acceptance level exceeded

Corporate News

- Atlantic BidCo will be the new majority owner of Aareal Bank AG, subject to regulatory approvals

- Statutory additional acceptance period is expected to start on 31 May 2022 and end on 13 June 2022.

- Chief Executive Officer Jochen Klösges: “The required majority of our shareholders decided in favour of a takeover of Aareal Bank by Atlantic BidCo. For us, this means that as a result, we will be able to expedite implementation of our strategy in all three business segments, with the support of the new investors. We see the new, stable ownership structure as an advantage, especially in pursuing our sustainable long-term objectives.”

Wiesbaden, 25 May 2022 – Atlantic BidCo GmbH („BidCo“ or the “Bidder”), a bidder company comprising funds managed and advised by Advent International Corporation (“Advent”) and Centerbridge Partners (“Centerbridge”) as well as further entities indirectly holding non-controlling stakes, today announced that the minimum acceptance level of 60 per cent set out in the course of the voluntary public takeover offer was exceeded by the end of the acceptance period on 24 May 2022, 24:00 hours CEST. According to the Bidder, the result of the offer is expected to be announced on 30 May 2022.

Shareholders who have not tendered their shares may still accept the offer during the statutory additional acceptance period, which is expected to commence on 31 May 2022, and to expire on 13 June 2022, 24:00 hours CEST. In their statutory joint reasoned statement on the takeover offer made by Atlantic BidCo GmbH, the Management Board and the Supervisory Board of Aareal Bank AG described the offer price of € 33 per share as fair and adequate and recommended the shareholders to accept the offer. Closing of the takeover offer is subject to regulatory approvals and is expected to take place in the fourth quarter of 2022 or in the first quarter of 2023.

Jochen Klösges, Chief Executive Officer of Aareal Bank, commented: “The required majority of our shareholders decided in favour of a takeover of Aareal Bank by Atlantic BidCo. For us, this means that as a result, we will be able to expedite implementation of our strategy in all three business segments, with the support of the new investors. We see the new, stable ownership structure as an advantage, especially in pursuing our sustainable long-term objectives.”

Future cooperation will be based on the Investment Agreement concluded between Aareal Bank and the Bidder in conjunction with the transaction. In the Investment Agreement, the Bidder commits to supporting Aareal Bank AG’s strategic ambitions to strengthen its position as a leading international provider of property financings, as well as software, digital solutions and payments services – based on the “Aareal Next Level” strategy – and to expedite growth in all of the Group’s segments. Accelerated growth will be facilitated, in particular, by combining the extensive joint experience in the financial services, software, and payments sectors, and by retaining profits in the next few years. Based on a business plan supported by the Bidder, this would generate significant additional funds for attractive growth opportunities in all three segments.

The parties have identified the banking business as one main area for growth potential. In the Structured Property Financing segment, additional capital available would allow Aareal Bank to broaden and diversify the volume of its portfolio, in a market phase that offers manifold opportunities for attractive new business to an even greater extent than is projected at present, whilst maintaining its conservative risk policy. The Investment Agreement aims to increase the credit portfolio to up to € 40 billion over the next five years approximately, subject to corresponding market conditions. The consensus view amongst management and the financial investors is that the Banking & Digital Solutions segment harbours considerable potential for further capital-efficient growth in net commission income. The focus here shall be on the expansion and a wider international footprint of the core offering in payment services – through further M&A activities, and supported by the investors’ market access and attractive cooperation models, including with the investors’ portfolio companies and Aareon.

The Value Creation Programme for Aareon – jointly developed with Advent as minority shareholder of the Aareon software subsidiary – is expected to be accelerated. It aims for significant earnings growth by 2025. With the Bidder’s support, Aareon will be able to access additional funds for M&A activities, thus accelerating its successful M&A roadmap even further.

Grifols completes the acquisition of Biotest: a strategic and transformational transaction to accelerate growth and innovation

- After obtaining all regulatory approvals, Grifols has closed the acquisition of 100% of the share capital of Tiancheng (Germany) Pharmaceutical Holdings AG, which owns 90% of the ordinary shares and 1% of the preferred shares of Biotest AG.

- Having completed the Public Takeover Offer (PTO) and closed the acquisition of Tiancheng (Germany) Pharmaceutical Holdings, Grifols now controls 96.20% of the voting rights of Biotest AG and holds 69.72% of its share capital.

- The acquisition of Biotest AG enables Grifols to accelerate and expand its product portfolio, increase the availability of plasma therapies for patients, own the largest private European network of plasma centers with 87 centers, and drive revenue growth and margin expansion.

Barcelona, April 25 2022 – Grifols (MCE:GRF, MCE:GRF.P, NASDAQ:GRFS), a global leader in plasma-derived medicines helping to improve people’s health and well-being for more than 110 years, today announced the completion of the acquisition of 100% of the share capital of Tiancheng (Germany) Pharmaceutical Holdings AG, a German company that holds 89.88% of the ordinary shares and 1.08% of the preferred shares of Biotest AG, a European healthcare company specialized in innovative hematology and clinical immunology.

Following the completion of the Public Takeover Offer (PTO) and the closing of the acquisition of Tiancheng (Germany) Pharmaceutical Holdings AG, Grifols controls 96.20% of the voting rights and holds 69.72% of the share capital of Biotest AG.

Víctor Grífols Deu, co-CEO of Grifols stated: “The Biotest acquisition is a fundamental milestone in our transformation plan, and is fully aligned with our growth strategy – strengthening our global plasma capacity, expanding our product portfolio in order to benefit more patients, complementing our innovation efforts with high value-added projects, and accelerating our presence in new markets”.

Raimon Grífols Roura, co-CEO of Grifols said: “At Grifols we have a well-defined roadmap in which Biotest will play a very important role. We look forward to working together and unlocking the value of our combined potential, further strengthening the global plasma industry and improving patients’ quality of life”.

The transaction values Biotest’s capital at approximately EUR 1,600 million (Equity Value) and its market value at EUR 2,000 million (Enterprise Value).

Among other authorizations, Grifols has obtained approvals from the Turkish competition authority, the Rekabet Kurumu (RK); from the German financial supervisory authority, the Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"); and from the Comisión Nacional de los Mercados y la Competencia (CNMC) in Spain.

Grifols has retained Osborne Clarke Spain, Germany and United Kingdom, and Proskauer Rose, L.L.P. as legal advisors, and Nomura Securities International, Inc. and UBS Europe SE as financial advisors. BNP Paribas Securities Services S.C.A., has been appointed as the central settlement bank regarding the VTO.

Upcoming appraisal proceedings in Germany

ARENDTS ANWÄLTE will represent (former) minority shareholders in following proceedings:

• ADVA Optical Networking SE
• AKASOL AG: merger squeeze-out
• alstria office REIT-AG
• Aves One AG: DA or squeeze-out
• Biotest AG
• cash.life AG: merger squeeze-out 
• Deutsche Industrie REIT-AG
• FPB Holding Aktiengesellschaft: squeeze-out
• GxP German Properties AG: merger squeeze-out
• HELLA GmbH & Co. KGaA
• HolidayCheck Group AG
• HORNBACH Baumarkt AG
• KTM AG: squeeze-out
• KUKA AG: squeeze-out
• MyHammer Holding AG
• Schaltbau Holding AG: DA
• SinnerSchrader Aktiengesellschaft: merger squeeze-out
• Sport1 Medien AG (formerly: Constantin Medien AG): squeeze-out
• Tele Columbus AG
• TLG IMMOBILIEN AG
• Verallia Deutschland AG: squeeze-out
• wallstreet:online capital AG: squeeze-out 
• Wild Bunch AG (formerly: SENATOR Entertainment AG): squeeze-out
• Your Family Entertainment AG
• zooplus AG

(without obligation)

3rd Edition of Knoll, De exemplis deterrentibus (German appraisal proceedings)

https://opus.bibliothek.uni-wuerzburg.de/files/25717/978-3-95826-181-5_Leonhard_Knoll_OPUS_25717.pdf

The book is a collection of cases concerning valuation in legally defined occasions. These cases, mostly taken from real German law suits, are formulated as questions and problems (inclusively a separate solution chapter), each with framing introductions and conclusions. They highlight the regrettably often disturbed relationship between theory and practice in this area of valuation. This procedure resembles to textbooks which use cases to communicate content, but there is a fundamental difference: No hypothetical cases show the right approach, but real cases demonstrate striking violations contra legem artis.

KUKA Aktiengesellschaft: Guangdong Midea Electric Co., Ltd. specifies transfer request of 23 November 2021

Publication of insider information in accordance with Article 17 MAR

Guangdong Midea Electric Co., Ltd. specifies transfer request of 23 November 2021 and determines the cash compensation for the envisaged Squeeze-Out of the minority shareholders of KUKA Aktiengesellschaft at EUR 80.77 per no-par-value bearer share.

The main shareholder of KUKA Aktiengesellschaft, Guangdong Midea Electric Co., Ltd., has informed the management board of KUKA Aktiengesellschaft today that it has determined the appropriate cash compensation for the transfer of the shares of the other shareholders of KUKA Aktiengesellschaft (minority shareholders) to Guangdong Midea Electric Co., Ltd. as main shareholder at EUR 80.77 per no-par-value bearer share of KUKA Aktiengesellschaft. The amount of the cash compensation has been determined by the main shareholder based on a valuation of the enterprise value. The appropriateness of the cash compensation is currently being audited by the auditor appointed by the court, Baker Tilly.

The main shareholder thus confirms and specifies its request in accordance with section 327a para. 1 German Stock Corporation Act, which was submitted to the management board of KUKA Aktiengesellschaft on 23 November 2021.

The resolution required for the transfer of the shares is to be passed in the Annual General Meeting of KUKA Aktiengesellschaft scheduled for 17 May 2022. Guangdong Midea Electric Co., Ltd., a wholly owned subsidiary of Midea Group Co., Ltd., holds via its wholly owned subsidiaries Midea Electric Netherlands (I) B.V. and Midea Electric Netherlands (II) B.V. more than 95% of the shares of KUKA Aktiengesellschaft. Guangdong Midea Electric Co., Ltd. thus is main shareholder in the meaning of section 327a para. 1 sentence 1 German Stock Corporation Act.

The effectiveness of the transfer of the shares of the minority shareholders depends on the approval of the general meeting of KUKA Aktiengesellschaft and the registration of the transfer resolution in the commercial register of KUKA Aktiengesellschaft.

Augsburg, 24 March 2022

KUKA Aktiengesellschaft
The Management Board

GxP German Properties AG: Merger squeeze out

Press release of 23 February 2022

On 8 December 2021 GxP German Properties AG („GxP AG“) published an ad hoc announcement that it was informed by Paccard eight GmbH („Paccard“) that Paccard intends to effect the transfer of the shares of the minority shareholders of GxP AG to Paccard in exchange for an appropriate cash compensation in the context of the merger of GxP AG into Paccard by absorption pursuant to section 62 para. 1 and para. 5 sentence 1 of the German Transformation Act (Umwandlungsgesetz, „UmwG“) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz, „AktG“) („Merger Squeeze-Out“), subject to Paccard being converted into a stock corporation (Aktiengesellschaft) and acquiring further 1,278,672 shares in GxP AG from its shareholder EPISO 5 Mont Acquico S.à r.l.

Paccard informed us yesterday that its conversion into a stock corporation has been concluded, that Paccard continuously holds 10,595,395 shares in GxP AG (corresponding to a participation of approximately 91.01 percent of the share capital) since 22 December 2021 and is thus the main shareholder within the meaning of section 62 para. 5 sentence 1 UmwG and that it formally requests GxP AG to perform the procedure for the Merger Squeeze-Out, in particular to have the general meeting of GxP AG pass a resolution on the transfer of the shares of the minority shareholders of GxP AG to Paccard within three months after the conclusion of a merger agreement between Paccard and GxP AG. The merger agreement shall contain a statement pursuant to section 62 para. 5 sentence 2 UmwG that a squeeze-out of the minority shareholders of GxP AG as the transferring entity shall occur in the context of the merger.

The amount of the adequate cash compensation which Paccard will pay to the minority shareholders of GxP AG in exchange for the transfer of the shares in GxP AG to Paccard will be communicated at a later date.

The effectiveness of the Merger Squeeze-Out will be subject to the approving resolution of the general meeting of GxP AG and the registration of the transfer resolution and the merger with the commercial register at the registered seat of GxP AG and at the registered seat of Paccard, respectively.

GxP AG continues to support the Merger Squeeze-Out intended by Paccard and to take the measures required on the part of GxP AG for the preparation and implementation of the Merger Squeeze-Out.

Squeeze-out of wallstreet:online capital AG adopted

Corporate News 

- wallstreet:online AG will become 100 percent shareholder of Smartbroker operator wallstreet:online capital AG pending commercial registry entry

- Essential milestone along the journey of developing Smartbroker into Germany's leading online broker

- Minority shareholders to receive EUR 47.48 per share

Berlin, 26 January 2022

Since early 2021, wallstreet:online AG (ISIN DE000A2GS609, FSE: WSO1) has consistently pursued its objective to increase its shareholding in wallstreet:online capital AG ("WOC") to 100%. On 26 January 2022, the extraordinary general meeting of WOC adopted the corresponding motion to transfer the shares of the remaining WOC minority shareholders against payment of an adequate cash compensation in accordance with the provisions of the German Stock Corporation Act (AktG) (squeeze-out pursuant to § 327a AktG). 99,35% of the votes cast were in favour of the motion. After completion of the statutory processes, wallstreet:online AG will thus be the sole shareholder of WOC, which operates the multiple award-winning neo broker Smartbroker.

After the entry of the squeeze-out in the commercial register, the minority shareholders will receive a cash compensation of EUR 47.48 per WOC share from wallstreet:online AG. The adequacy of the cash compensation was reviewed and confirmed by a court-appointed expert. The successful squeeze-out enables the Company to further pursue its strategy of making Smartbroker Germany's leading online broker for private investors.

About the wallstreet:online Group: 

The wallstreet:online Group operates the Smartbroker - a multiple award-winning online broker, which is the only provider in Germany to combine the extensive product range of traditional brokers with the extremely favourable conditions of neo-brokers. At the same time, the Group operates four high-reach stock market portals (wallstreet-online.de, boersenNews.de, FinanzNachrichten.de and ARIVA.de). With several hundred million monthly page impressions, the Group is the by far largest publisher-independent financial portal operator in German-speaking countries and the largest finance community.

SinnerSchrader AG: Cash compensation for merger-related squeeze-out set at EUR 16.43 per share

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

Hamburg, February 17, 2022

On February 17, 2022, Accenture Digital Holdings Aktiengesellschaft has specified its transfer request of December 6, 2021, and informed SinnerSchrader Aktiengesellschaft that it has set the cash compensation for the intended transfer of the shares of the minority shareholders of SinnerSchrader Aktiengesellschaft to Accenture Digital Holdings Aktiengesellschaft in accordance with Section 62 para. 5 Transformation Act in conjunction with Section 327a et seq. Stock Corporation Act to EUR 16.43 per share of SinnerSchrader Aktiengesellschaft within the scope of the squeeze-out under the Transformation Act.

According to its own information, Accenture Digital Holdings Aktiengesellschaft holds around 93.79% of the share capital and voting rights of SinnerSchrader Aktiengesellschaft.

On February 14, 2022, the Merger Agreement between SinnerSchrader Aktiengesellschaft as the transferring company and Accenture Digital Holdings Aktiengesellschaft as the acquiring company was concluded and notarized. The transfer resolution is to be passed at the Annual General Meeting of SinnerSchrader Aktiengesellschaft on April 8, 2022.

The effectiveness of the squeeze-out under the Transformation Act still depends on the affirmative resolution of the Annual General Meeting of SinnerSchrader Aktiengesellschaft and the registration of the transfer resolution and the merger in the commercial register of the registered office of Accenture Digital Holdings Aktiengesellschaft and SinnerSchrader Aktiengesellschaft, respectively.

The Management Board

Petro Welt Technologies AG: Joma evaluating a potential squeeze-out of minority shareholders according to sec 1 para 1 of the Austrian Squeeze-out Act (Gesellschafter-Ausschlussgesetz)

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

Vienna, February 25, 2022

Joma Industrial Source Corp. has acquired further shares in Petro Welt Technologies AG ("PeWeTe") and thereby increased its direct and indirect shareholdings to more than 90% of all shares.

Joma Industrial Source Corp. has today informed the management board of PeWeTe that it is currently evaluating the pros and cons of a minority squeeze-out procedure as provided in the Austrian Squeeze-Out Act (Gesellschafter-Ausschlussgesetz). There is no time limit for the decision of the majority shareholder to request a minority squeeze-out. Once Joma has concluded its deliberations, it will inform the management board of PeWeTe of its decision.

About Petro Welt Technologies AG
Petro Welt Technologies AG, headquartered in Vienna, is one of the leading, early established OFS companies in Russia and the CIS, specializing in services to increase the productivity of new and existing oil and gas formations.

Aareal Bank AG: Statement regarding communications from certain shareholders of our Company

Corporate News

NON-BINDING CONVENIENCE TRANSLATION OF THE ORIGINAL GERMAN VERSION

Wiesbaden, 10 February 2022.

1. The allegations made by Teleios Capital Partner LLC in its public letter today against the Management Board and the Supervisory Board of the Company are baseless. The corporate bodies carefully complied with their duties throughout the process of dealing with the takeover offer by the bidder, Atlantic BidCo GmbH, at all times. They were each advised separately by independent financial and legal advisors. The Company structured the process in advance of the takeover offer, which it did not initiate, in such a way that it was open to other competitive offers. In this regard, the review process for the potential takeover offer has been transparent since the Company's ad-hoc-announcement on 7 October 2021, i.e., approximately two months prior to the publication of the offer by the bidder. Even as of today, there hasn't been an alternative offer that was more attractive to the Company's stakeholders.

2. Following the transparent and structured procedure for the sale of a minority interest in our IT subsidiary Aareon, there has been no offer to the Company regarding the 70% shareholding held by our Company or for Aareon overall. The Company has also not conducted any negotiations on this matter at any time.

3. As opposed to the announcement by Teleios Capital Partners LLC, the intentions of the bidder, Atlantic BidCo GmbH, were not only set out in the offer document but, in particular, were contractually secured with the Company for a term of three years from closing of the takeover offer by way of the Investment Agreement. Thus, the protection system for the interests of all stakeholders of the Company went significantly beyond the standard legal statute. This protection was important to the Management Board and the Supervisory Board of the Company.

4. German corporate law obliges the Management Board and the Supervisory Board to act in the Company's best interests, i.e., the corporate bodies must pursue a value enhancement strategy that is oriented towards sustainability. The corporate bodies have presented this strategy in the form of Aareal Next Level. It will be reviewed on a regular basis. Winding up the Company by selling its individual components is not a sustainable strategy. Nonetheless, individual minority shareholders are presumably seeking to change the composition of the corporate bodies, in particular the Supervisory Board, with that intention.