Uniper SE: Request by KVIP International V L.P.

18-Apr-2019 / 19:58 CET/CEST

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

KVIP International V L.P. ("KVIP") requests to amend the agenda of Uniper SE's Annual General Meeting to be held on 22 May 2019 published in the Federal Gazette (Bundesanzeiger) on 12 April 2019, by adding the following item and to publish it together with the proposed resolutions and associated reasons: "Resolutions on instructing the Management Board to prepare a spin-off of the International Power business segment or, respectively, a spin-off of the European Generation business segment in Sweden".

KVIP proposes that the following resolution be adopted:

1. The Management Board is instructed to prepare and submit to the General Meeting for resolution, as soon as possible and at the latest by the date of the next Annual General Meeting of the Company, draft agreements and corresponding reports for the legally valid spin-off of the International Power business segment for absorption into a newly formed or already existing separate legal entity selected in accordance with the duties of the Management Board. The Management Board is instructed to satisfy all necessary prerequisites for the implementation of the aforementioned spin-off at its reasonable discretion in accordance with this resolution.

In the event that the resolution proposed under no. 1 above is not adopted by the required majority, KVIP proposes that the following alternative resolution be adopted:

2. The Management Board is instructed to prepare and submit to the General Meeting for resolution, as soon as possible and at the latest by the date of the next Annual General Meeting of the Company, draft agreements and corresponding reports for the legally valid spin-off of operations in Sweden that are included in the European Generation business segment, in particular Uniper's participation in Sydkraft AB registered office in Malmö, Sweden, for absorption into a newly formed or already existing separate legal entity selected in accordance with the duties of the Management Board. The Management Board is instructed to satisfy all necessary prerequisites for the implementation of the aforementioned spin-off at its responsible discretion in accordance with this resolution.

The Board of Management of Uniper SE will assess the request to amend and will prepare a statement in respect thereto.

Squeeze Out Constantia Packaging: Minority shareholders receive additional payment of 50.1 mn Euros

Press release of Cube Invest

The price review litigation in the squeeze out of Constantia Packaging ended with a highly advantageous result for former minority shareholders. In addition to the initial compensation of 47 Euros per share, former shareholders will now receive an additional payment of 35.08 Euros per share (+74,6%) amounting to a total of 50.1 mn Euros.

Cube Invest played a leading role in the 8 years long price review and successfully filed a groundbreaking discovery lawsuit in the US against former majority shareholder One Equity Partners (OEP), a JP Morgan entity, resulting in valuable information for the price review action.

Cube Invest’s CEO Alexander Proschofsky: "We are very satisfied with the exceptionally good outcome for us and the other minority shareholders. The price review litigation ended with the highest add-on payment ever adjudicated in Austria. Unfortunately, it is still common to underpay minority shareholders in Austrian squeeze outs. A current example for this unfair practice is the squeeze out of BUWOG in which Cube Invest will also engage heavily.“

Cube Invest GmbH
Alexander Proschofsky, CEO
T: +43 676 3475633
E: proschofsky@cube-invest-com
www.active-investor.at

New book on judicial review proceedings: De exemplis deterrentibus - Bemerkenswerte Befunde aus der Praxis der rechtsgeprägten Unternehmensbewertung in Aufgabenform

Prof. Dr. Leonhard Knoll: De exemplis deterrentibus - Bemerkenswerte Befunde aus der Praxis der rechtsgeprägten Unternehmensbewertung in Aufgabenform, 2nd ed. 2019

https://opus.bibliothek.uni-wuerzburg.de/frontdoor/index/index/docId/17869
URN: urn:nbn:de:bvb:20-opus-178695

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.

Linde plc: Linde AG Completes Cash Merger Squeeze-Out

Guildford, UK, 8 April 2019 - Linde plc (NYSE: LIN; FWB: LIN) announced today that its subsidiary Linde Aktiengesellschaft ("Linde AG") has completed the merger squeeze-out of all its minority shares for a cash consideration of EUR 189.46 per share. The total payment for the squeeze-out is EUR 2.8 billion.

The trading of Linde AG (FWB: LNA) shares on the Frankfurt Stock Exchange and other German exchanges is expected to be discontinued today.

About Linde plc
Linde plc is a leading industrial gases and engineering company with 2018 pro forma sales of USD 28 billion (EUR 24 billion). The company employs approximately 80,000 people globally and serves customers in more than 100 countries worldwide. Linde plc delivers innovative and sustainable solutions to its customers and creates long-term value for all stakeholders. The company is making our world more productive by providing products, technologies and services that help customers improve their economic and environmental performance in a connected world.

Elliott Statement on Proposal to Uniper

LONDON - Elliott Advisors (UK) Limited (“Elliott”) has written to the Management Board of Uniper SE (the “Company” or “Uniper”), to formally request the convocation of an Extraordinary General Meeting (“EGM”) with the express purpose of instructing management to prepare a lawful domination agreement with the Company’s largest shareholder Fortum Oyj (“Fortum”).

Elliott believes the thus far ill-defined and ambiguous nature of the relationship between Uniper and Fortum has created an unsatisfactory and unsustainable dynamic, which is detrimental to Uniper. In Elliott’s view, the status quo – operational underperformance and pervasive uncertainty – if sustained, will risk further undermining the Company’s fundamental value. Elliott believes a timely shareholder vote to advance a domination agreement may resolve the prolonged uncertainty at Uniper and clarify the relationship between the Company and Fortum, such that value can be created for the Company and all stakeholders.

Elliott believes that Fortum’s ultimate goal is clear. The recent announcement of a new strategic partnership between Uniper and Fortum coincided with Fortum increasing its shareholding in Uniper to 49.99%. As stated by Fortum’s CEO at the time, “We are delighted that Uniper is now committed to a fresh start in order to establish in earnest how the companies can work together strategically and operationally. It is in the interest of everybody that we rapidly advance now to create value for the stakeholders of both companies.”1What remains less clear, however, is how Fortum intends to achieve this result in light of the acrimony that has long defined the relationship between Fortum and Uniper. In Elliott’s view, Uniper’s shareholders are uniquely positioned to resolve the current impasse, by voting to instruct management to prepare a domination agreement with Fortum, opening a pathway forward that ensures appropriate governance controls and the full pursuit of a value-maximising strategy for all stakeholders.

Considering the costs of calling an EGM and assuming that an ordinary general meeting will be convened in the near term, Elliott has offered to withdraw its convocation request if the Company will include the aforementioned resolution proposal on the instruction of management to prepare a lawful domination agreement in the agenda of the forthcoming ordinary general meeting.

Elliott remains committed to a constructive dialogue with Uniper and fellow shareholders in an effort to deliver a positive resolution for those with a stake in Uniper’s future. Elliott is confident that shareholders will appreciate this constructive approach and support Elliott’s proposed resolution at Uniper’s next shareholder meeting.

About Elliott

Elliott Management Corporation manages two multi-strategy funds which combined have approximately $34 billion of assets under management. Its flagship fund, Elliott Associates, L.P., was founded in 1977, making it one of the oldest funds of its kind under continuous management. The Elliott funds’ investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, and employees of the firm. Elliott Advisors (UK) Limited is an affiliate of Elliott Management Corporation.

1 "Fortum CEO Pekka Lundmark comments fresh start with Uniper," 5 February 2019, https://www.fortum.com/media/2019/02/fortum-ceo-pekka-lundmark-comments-fresh-start-uniper


Media Contacts
London
Sarah Rajani CFA
Elliott Advisors (UK) Limited
+44 (0) 20 3009 1475
srajani@elliottadvisors.co.uk

TRATON's Participation In MAN Now Exceeds 90%

TRATON SE has notified MAN SE that, due to share tenders by MAN shareholders following the publication of the termination of the domination and profit and loss transfer agreement between TRATON SE (formerly Truck & Bus GmbH) and MAN SE in the commercial register, its participation in MAN SE has reached 90.17 percent of the share capital and 90.36 percent of the voting rights.

Thus, the participation of TRATON SE in MAN now exceeds 90 percent of the share capital (Grundkapital) of MAN SE. The participation of TRATON SE in MAN SE may further increase in the course of the further processing of the share tenders.

Cash Compensation in the Event of Cash Merger Squeeze-out Anticipated to be EUR 54.80 per Diebold Nixdorf AG Share

January 14, 2019 - Paderborn – On November 7, 2018, Diebold Nixdorf, Incorporated and Diebold Nixdorf AG agreed to implement a merger of Diebold Nixdorf AG (as transferring entity) into Diebold Nixdorf Holding Germany Inc. & Co. KGaA (“Diebold KGaA”), a wholly-owned direct subsidiary of Diebold Nixdorf, Incorporated, as surviving entity. In this context, a squeeze-out of the remaining minority shareholders of Diebold Nixdorf AG against adequate cash compensation pursuant to Sections 78, 62 paras. 1 and 5 of the German Transformation Act (Umwandlungsgesetz) in conjunction with Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz) would be carried out. Diebold KGaA currently owns 94.8% of the outstanding shares of Diebold Nixdorf AG (i.e., excluding treasury shares held by a subsidiary of Diebold Nixdorf AG).

Today, the external valuation expert to Diebold KGaA informed Diebold KGaA and Diebold Nixdorf AG that the amount of the adequate cash compensation determined by such expert on the basis of the valuation of Diebold Nixdorf AG is anticipated to be EUR 54.80 per Diebold Nixdorf AG share which corresponds to the three month volume weighted average share price of Diebold Nixdorf AG prior to the announcement of the intention to implement a merger squeeze-out on November 7, 2018. The valuation has been confirmed by the preliminary assessment of the court-appointed auditor. The final determination of the cash compensation by Diebold KGaA will occur after the finalization of the valuation and auditing activities.

The management board of Diebold Nixdorf AG decided that Diebold Nixdorf AG would, subject to the approval by the supervisory board of Diebold Nixdorf AG and the final determination of the cash compensation in an adequate amount by Diebold KGaA after the finalization of the valuation and auditing activities, enter into a merger agreement with Diebold KGaA pursuant to which Diebold Nixdorf AG will transfer its assets as a whole with all rights and obligations to Diebold KGaA by dissolution without liquidation according to Sections 2 no. 1, 78, 60 et seq. of the German Transformation Act (merger by means of absorption) (the “Merger Agreement”). On January 29, 2019, the supervisory board of Diebold Nixdorf AG is expected to approve the conclusion of the Merger Agreement, the signing of which is scheduled for January 31, 2019. The management board of Diebold Nixdorf AG intends to convene an extraordinary general meeting on March 14, 2019, to resolve on the transfer of the shares held by the Diebold Nixdorf AG minority shareholders to Diebold KGaA (the “Transfer Resolution”).

The effectiveness of the cash merger squeeze-out will be subject, among others, to the resolution by the general meeting of Diebold Nixdorf AG and the registration of the Transfer Resolution and the merger in the commercial register.

Paderborn, January 14, 2019 

Notifying Person:

Stephen A. Virostek
Vice President, Investor Relations
5995 Mayfair Road
North Canton, OH 44720

Judicial review of the cash compensation for the squeeze-out at BUWOG AG

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

Several minority shareholders have requested a judicial review of the cash compensation, offered by Vonovia SE for the squeeze-out at BUWOG AG. With decision of 11 February 2019, the Commercial Court of Vienna (Handelsgericht Wien) appointed BINDER GÖSSWANG Rechtsanwälte GmbH as joint representative (for the former minority shareholders which did not request a judicial review).

Market participants obviously expect an amendment of the cash compensation. There are several offers to buy such rights for EUR 0.58:
https://spruchverfahren.blogspot.com/2019/02/kaufangebot-fur-buwog_8.html
https://spruchverfahren.blogspot.com/2019/02/kaufangebot-fur-buwog.html

IVA, the Austrian sharesholders´ association, recommends to wait for an even higher compensation amount.

Handelsgericht Wien, FN 349794 d, file no. 74 Fr 20749/18 m
Joint representative: BINDER GÖSSWANG Rechtsanwälte GmbH, 1010 Vienna, Austria

Linde Holders Approve Squeeze Out of Remaining Linde Shares

Linde shareholders approved squeeze out of non-tendered shareholders with 99.58 % of present votes at extraordinary shareholder meeting in Munich. Non-tendered shares represent 8 % of free float.

The cash compensation of EUR 189.46 per share, offered to the minority shareholders, will be reviewed by the County Court of Munich (Landgericht München I) in a judicial review proceeding (Spruchverfahren).

Diebold Nixdorf Initiates Merger Squeeze-out Procedure

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

November 7, 2018 - North Canton, Ohio, United States of America - Diebold Nixdorf, Inc. and Diebold Nixdorf AG have agreed today to implement a Merger of Diebold Nixdorf AG (as transferring entity) into Diebold Nixdorf Holding Germany Inc. & Co. KGaA ("Diebold KGaA"), a wholly-owned direct subsidiary of Diebold Nixdorf, Inc., as surviving entity, in order to further simplify the structure of the Diebold Nixdorf group. In this context, a squeeze-out of the remaining minority shareholders of Diebold Nixdorf AG against adequate cash compensation pursuant to Sections 62 para. 1 and para. 5 of the German Transformation Act (Umwandlungsgesetz - UmwG) in conjunction with Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz - AktG) would be consummated. As a result of such merger squeeze-out, Diebold Nixdorf AG would cease to exist and the listing of Diebold Nixdorf AG shares on the Frankfurt Stock Exchange would be terminated. Diebold KGaA currently owns 28,006,679 shares in Diebold Nixdorf AG corresponding to 93.9% of the share capital of Diebold Nixdorf AG (excluding treasury shares).

Accordingly, Diebold KGaA will enter into negotiations with Diebold Nixdorf AG on a merger agreement, the completion of which will be subject to the approval of the supervisory board of Diebold Nixdorf AG. Following execution of the merger agreement, an extraordinary shareholders' meeting of Diebold Nixdorf AG will be called to resolve on the transfer of the shares of the remaining shareholders of Diebold Nixdorf AG to Diebold Nixdorf AG against adequate cash compensation. The extraordinary shareholders' meeting is expected to take place in the first quarter of 2019.

If prior to the publication of the convocation notice for the extraordinary shareholders' meeting of Diebold Nixdorf AG, outstanding shareholders of Diebold Nixdorf AG tender their shares to Diebold KGaA under the cash compensation offer in connection with the domination and profit-and-loss transfer agreement between Diebold KGaA as controlling entity and Diebold Nixdorf AG as controlled entity in such numbers that Diebold KGaA acquires at least 95% of the share capital of Diebold Nixdorf AG (excluding treasury shares), Diebold Nixdorf, Inc. and Diebold KGaA may consider initiating a corporate squeeze-out pursuant to Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz - AktG) instead of a merger squeeze-out. In any event, such corporate squeeze-out would be conducted on the same terms and within the same time frame as outlined herein and neither the legal nor the economic position of the outstanding shareholders of Diebold Nixdorf AG would change as a result of such shift from the merger squeeze-out to a corporate squeeze-out procedure.

North Canton, November 7, 2018

Diebold Nixdorf, Incorporated

Business Combination Between Praxair and Linde AG Successfully Completed

Guildford, UK (31 October 2018) – Linde plc (NYSE: LIN; FWB: LIN) announced today the successful completion of the business combination between Praxair and Linde AG.

Starting today, Linde plc shares will commence trading on the New York Stock Exchange under the stock ticker symbol “LIN”. On the Frankfurt Stock Exchange, Linde plc commenced trading on 29 October 2018 also under the ticker symbol “LIN”. Both Praxair and Linde AG tendered shares have been delisted from the New York and Frankfurt Stock Exchange respectively. Concurrent to the delisting of Linde AG tendered shares, the stock ticker symbol for Linde AG untendered shares has changed to “LNA” and continues to be listed on the Frankfurt Stock Exchange.

As part of the business combination agreement, Praxair shareholders received one share of Linde plc for each Praxair share they had held. Linde AG shareholders who accepted the exchange offer received 1.54 shares of Linde plc for each Linde AG share tendered under the exchange offer. Fractional shares will be aggregated and sold in accordance with the terms of the exchange offer document and the business combination agreement. Shareholders with fractional shares will receive cash in an amount representing such holder’s proportionate interest in the net proceeds from the sale.

Now that the business combination has been completed, the companies will focus on finalising the divestitures required by the respective antitrust authorities. Necessary divestitures include, in particular, certain sales in the United States which Linde AG is required to complete by 29 January 2019. Until the completion of the majority of such divestitures, Linde AG and Praxair are obliged to operate their businesses globally as separate and independent companies, and not coordinate any of their commercial operations.

Linde AG: Execution of merger agreement with Linde Intermediate Holding AG and squeeze-out of minority shareholders against adequate cash compensation in the amount of EUR 188.24 per Linde AG share

Ad hoc-announcement pursuant to Article 17 of the Market Abuse Regulation

Munich, 1 November 2018 - Today, Linde Intermediate Holding AG (“Linde Intermediate”) submitted a request to the Executive Board of Linde Aktiengesellschaft (“Linde AG”) pursuant to section 62(1) and (5) of the German Transformation Act (Umwandlungsgesetz – UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz – AktG) to convene an extraordinary shareholders’ meeting of Linde AG to resolve on the transfer of the shares held by the minority shareholders of Linde AG to Linde Intermediate against adequate cash compensation. Linde Intermediate is an indirect 100% subsidiary of Linde plc and, following the completion of the business combination between Linde AG and Praxair, Inc., holds approximately 92 % of the shares in Linde AG. Linde Intermediate has determined the cash compensation per Linde AG share to be EUR 188.24 and has thereby confirmed the amount of the anticipated cash compensation previously announced on 15 October 2018. The court-appointed auditor has confirmed the adequacy of the determined cash compensation.

On such basis, following the approval by the Linde AG Supervisory Board, the Executive Board of Linde AG today entered into a merger agreement with Linde Intermediate pursuant to which Linde AG transfers all of its assets as a whole with all rights and obligations to Linde Intermediate by dissolution without liquidation according to sections 2 no.1, 60 et seqq. German Transformation Act (merger by means of absorption). The merger agreement contains the statement pursuant to section 62(5) sentence 2 German Transformation Act that a squeeze-out of the minority shareholders of Linde AG as the transferring entity shall occur in the context of the merger.

Linde AG intends to convene an extraordinary shareholders’ meeting for 12 December 2018 to resolve on the transfer of the shares held by the Linde AG minority shareholders to Linde Intermediate against payment of a cash compensation in the amount of EUR 188.24 per Linde AG share.

The effectiveness of the cash merger squeeze-out is still subject to the resolution by the Linde AG shareholders’ meeting and the registration of the transfer resolution and the merger in the commercial registers at the seats of Linde Intermediate and Linde AG.

Linde AG: Closing of the business combination with Praxair, Inc. after U.S. antitrust clearance of the transaction has been obtained

Ad hoc-announcement pursuant to Article 17 of the Market Abuse Regulation

Munich, 22 October 2018 - Today, the U.S. Federal Trade Commission (“FTC”) has provided clearance of the business combination between Linde Aktiengesellschaft (“Linde”) and Praxair, Inc. (“Praxair”) subject to the completion of certain sales of business activities and related commitments.

The necessary divestments in the United States include, in particular, the sale of substantially all of Linde’s US bulk business as well as the sale of certain carbon monoxide, hydrogen and steam methane reforming businesses. Linde is obliged to complete the divestments by 29 January 2019; thereafter, the divestitures would be completed as directed by the FTC. Furthermore, Linde and Praxair are temporarily obliged to continue to operate their businesses globally as separate and independent companies, and not to coordinate any of their operations. Such hold separate order will end upon completion of the majority of the divestitures. On balance, the merger parties expect targeted annual synergies and cost efficiencies to be in a range of US$ 1.1 to 1.2 billion to be achieved over approximately three years.

Following the antitrust approval from the FTC and the buyer-approval in respect of the sale of the majority of the European gases business of Praxair to the Japanese industrial gases manufacturer Taiyo Nippon Sanso Corporation, which was provided earlier today, all conditions for the completion of the business combination are satisfied. The settlement of the exchange offer of Linde plc to the Linde shareholders is expected to occur by 31 October 2018. Linde plc shares will be listed on the Frankfurt Stock Exchange as well as on the New York Stock Exchange.

Diebold Nixdorf Secures Capital Commitment to Enhance Liquidity

Public Disclosure of Inside Information pursuant to Article 17 MAR

August 27, 2018 - North Canton, Ohio, United States of America - Diebold Nixdorf, Incorporated (the "Company") today announced it has secured a capital commitment of $650 million from two leading institutional lenders and has launched a process to amend its existing credit agreement. The Company expects to complete these activities over the coming days.

Under the terms of the commitment which would be implemented pursuant to a forthcoming amendment to its existing senior secured credit agreement, Diebold Nixdorf is expected to receive $650 million from a newly-established Term Loan A-1 due August 2022 with an anticipated interest rate of LIBOR plus 925 basis points. The Company intends to use the funds to acquire remaining shares of Diebold Nixdorf AG, repay debt and for general corporate purposes and working capital in the ordinary course of business.

JP Morgan Chase Bank, NA, is serving as the sole and exclusive administrative agent for the Company. The amendment to the credit agreement, including the Term Loan A-1 Facility, remains subject to the satisfaction of certain conditions, including obtaining necessary lender approvals.

Spruchverfahren aktuell (SpruchZ) no. 3/2018 published

Spruchverfahren aktuell (SpruchZ) Nr. 3/2018 von Martin Arendts

Judical review proceedings regarding the domination and profit and loss transfer agreement with MAN SE: Court of Appeal confirms raise of cash compensation and increases compensation payment

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

In the award proceedings with regard to the domination and profit and loss transfer agreement with MAN SE (as a company controlled by VW Group) the District Court of Munich (Landgericht München I) raised the cash compensation clearly from EUR 80.89 to EUR 90.29 per common share or preference share, see http://spruchverfahren.blogspot.de/2015/07/lg-munchen-i-erhoht-barabfindung-im.html. The annual compensation payment (so-called "guaranteed dividend") remained unchanged according to this first instance judgement.

Both Volkswagen Truck & Bus GmbH, a subsidiary of VW, and several applicants lodged complaints against this first instance decision. The Higher Regional Court (Oberlandesgericht München), in its decison of 26 June 2018, rejected the complaint of the VW subsidiary and confirmend the raise of the cash compensation. The court also raised the annual compensation payment to EUR 5,50 pre-tax.

OLG München, decision of 26 June 2018, file no. 31 Wx 382/15
LG München I, decision of 31 July 2015, file no. 5 HK O 16371/13
Helfrich, M. et al. ./. Volkswagen Truck & Bus GmbH (formerly: Truck & Bus GmbH)
162 applicants
Joint Representative: Attorney-at-law Bergdolt, 80801 Munich
Attorneys of Volkswagen Truck & Bus GmbH: law firm Linklaters, 81675 Munich