RAS Beteiligungs GmbH: Bidders connected to XXXLutz Group publish offer document for takeover of home24 – acceptance period commences

11.11.2022 / 12:13 CET/CEST

- Offer document published following approval by German Federal Financial Supervisory Authority (“BaFin”)  

- Acceptance period starts today and ends on 9 December 2022

-Highly attractive cash offer of EUR 7.50 per share represents a premium of 124% over the closing price of the home24 share on 4 October 2022 and a 141% premium over the corresponding three-month volume-weighted average share price

-The Management Board and Supervisory Board of home24 support the offer

- XXXLutz has already secured a c. 68.7 % stake in the current share capital of home24

- XXXLutz intends to delist the home24 shares after completion of the offer

Wels, 11 November 2022 – RAS Beteiligungs GmbH, LSW GmbH and SGW-Immo-GmbH, three entities connected to XXXLutz Group (“XXXLutz”) have published the offer document for their voluntary public takeover offer (the “Offer”) to the shareholders of home24 SE (“home24”) today. Consequently, home24 shareholders can tender their shares starting today for the highly attractive cash offer of EUR 7.50 per share. The acceptance period ends on 9 December 2022 at 24:00 hrs (local time in Frankfurt am Main, Germany) or 6pm respectively (local time in New York). The publication of the offer document was approved by BaFin today.

The offer represents a highly attractive premium of 124% over the XETRA closing price of home24 on 4 October 2022, the last trading day prior to the announcement of the intention to launch the Offer on 5 October 2022, and a premium of 141% over the volume-weighted average share price during the three months prior to the announcement of the Offer.

The current overall macroeconomic situation, impacted by inflation and geopolitical tensions, is challenging. This is also reflected in consumer confidence, among other areas. XXXLutz and home24 are convinced that XXXLutz can serve as a financially strong partner and provide home24 with the stability and impetus it needs to pursue its future path in the current market environment. The Management Board and Supervisory Board of home24 plan to support the Offer and advise shareholders to accept it, subject to due diligence and fiduciary duties and pending the assessment of the offer document.

XXXLutz has already secured a stake of approximately 68.7 % in the current share capital of home24. This includes irrevocable undertakings by large shareholders to tender their shares, shares from the capital increase announced on 5 October 2022, subscribed to by XXXLutz and already executed, and share purchases as well as other instruments executed to date. Completion of the Offer will be subject to the antitrust approvals customary in the market as well as further customary conditions. The Offer is not subject to a minimum acceptance threshold. In addition, XXXLutz is considering a Delisting of the home24 shares from the stock exchange following completion of the Offer.

The offer document is available online in German and as a non-binding English translation along with other information related to the offer at: www.xxxlutz-offer.com. In addition, the offer document can be ordered free of charge through the central settlement agent, UniCredit Bank AG, MAC2RT, Arabellastrasse 12, 81925 Munich, Germany (orders to be submitted by email, stating postal address, at tender-offer@unicredit.de).

About XXXLutz

XXXLutz has grown steadily in the 77 years of its existence. The XXXLutz Group operates more than 370 furniture stores in 13 European countries (Austria, Germany, Czech Republic, Hungary, Slovenia, Slovakia, Croatia, Romania, Bulgaria, Switzerland, Sweden, Serbia and Poland) and employs more than 25,700 people. With an annual turnover of EUR 5.34 billion, XXXLutz Group is one of the three largest furniture retail groups in the world.

About home24

home24 is a leading pure-play home & living e-commerce platform in continental Europe and Brazil. With more than 250,000 home & living products in Europe and over 200,000 articles in Latin America, home24 offers a unique selection of large and small furniture pieces, garden furnishings, mattresses and lighting. home24 is headquartered in Berlin and employs around 3000 people worldwide. The company is active in seven European markets: Germany, France, Austria, the Netherlands, Switzerland, Belgium and Italy. home24 is also active in Brazil under the Mobly brand. The group also includes the lifestyle brand Butlers with 100 stores in the DACH region and an additional 25 in the rest of Europe. home24 is listed on the Frankfurt Stock Exchange (ISIN DE000A14KEB5).

Additional payment with regard to the merger of Bewag Holding AG is now paid out

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

The appraisal proceedings initiated in 2003 in connection with the merger of Bewag Holding Aktiengesellschaft were concluded at the end of last year with an amendment (additional payment per Bewag share). Former shareholders of Bewag Holding Aktiengesellschaft who became shareholders of Vattenfall Europe Aktiengesellschaft as a result of the merger and received shares in Vattenfall Europe Aktiengesellschaft are therefore entitled to an additional cash payment of EUR 2.30 per Bewag share plus interest for the period from October 24, 2003 to August 31, 2009 at a rate of 2 percentage points p.a. and from September 1, 2009 at a rate of 5 percentage points p.a. above the respective base interest rate pursuant to Section 247 of the German Civil Code.

Payment of this additional payment has been delayed to date. The respondent's procedural representatives informed us in May 2022:

"Due to the time elapsed, the processing by the banks involved is more laborious than usual. In this respect, our client asks you and your clients for some understanding and patience. There is no doubt that the payment including interest will be made."

https://spruchverfahren.blogspot.com/2022/05/spruchverfahren-zur-fusion-der-bewag_16.html

A payment was then announced in the Federal Gazette (Bundesanzeiger) "as of September 14, 2022."

https://spruchverfahren.blogspot.com/2022/08/weitere-bekanntmachung-der-beendigung.html

The former Bewag shareholders have now been credited with "technical rights" to subsequent improvement with the WKN 0Z0058. Crediting of the rectification plus the not inconsiderable interest here should take place in the next few days.

Note: Many custodian banks are no longer able to track structural measures dating back longer. In the case of facts dating back more than 10 years (not uncommon in appraisal proceedings), relevant documents should therefore be saved.

The simplest solution would be to have rectification rights with their own securities numbers (WKN), as is the case in Austria. Unfortunately, this has so far failed in Germany due to Clearstream.

Kammergericht, decision of December 7, 2021, file no. 2 W 9/17 .SpruchG
Berlin Regional Court, decision of March 28, 2017, file no. 102 O 126/03 AktG.
Lägeler et al. ./. Vattenfall GmbH (formerly: Vattenfall Europe AG)
19 Applicant
Joint representative: Attorney-at-law Christoph Regierer, 10789 Berlin
Respondent's counsel:
FGS Flick Gocke Schaumburg, 53175 Bonn, Germany

Squeeze-out at KUKA Aktiengesellschaft entered in the Commercial Register - Appropriateness of cash compensation to be reviewed by the Munich Regional Court I

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

After settlement of the actions for rescission and nullity against the squeeze-out resolution adopted at the Annual General Meeting of KUKA Aktiengesellschaft on May 17, 2022, the resolution was entered in the Commercial Register at the Augsburg Regional Court on November 8, 2022. The publication reads:

"The Annual General Meeting of May 17, 2022 resolved to transfer the shares of the remaining shareholders to the main shareholder, Guangdong Midea Electric Co., Ltd. with registered office in Foshan City, PR China, State Administration of Industry and Commerce (SAIC) PR China, number 91440606MA4W96D79N, in return for cash compensation."

With this entry in the commercial register, the minority shareholders lost their share ownership by law. The deposit item therefore now only relates to the compensation and subsequent improvement claims. A derecognition against payment of the cash settlement and interest accrued until then is expected to take place in the next few days.

The appropriateness of the cash compensation offered to KUKA minority shareholders in the amount of EUR 80.77 per bearer share will be subject to judicial review by the Munich Regional Court I (where appraisal proceedings from the Munich Higher Regional Court district are centralized). The law firm ARENDTS ANWÄLTE will apply for a review on behalf of several excluded minority shareholders.

Further information: kanzlei@anlageanwalt.de

Takeover offer for shares of Vantage Towers AG

Announcement of the decision to make a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 para. 1 in conjunction with sections 29 para. 1, 34 

of the German Securities Acquisition and Takeover Act 

(Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Bidder: 

Oak Holdings GmbH (currently still operating under Blitz D22-277 GmbH) 

Ferdinand-Braun-Platz 1 

40549 Düsseldorf 

Germany 

registered with the commercial register of the local court (Amtsgericht) of Düsseldorf under HRB98923 

Target: 

Vantage Towers AG 

Prinzenallee 11-13 

40549 Düsseldorf 

Germany 

registered with the commercial register of the local court (Amtsgericht) of Düsseldorf under HRB92244 ISIN: DE000A3H3LL2 

Oak Holdings GmbH (currently still operating under Blitz D22-277 GmbH; “Bidder”), a wholly owned indirect subsidiary of Vodafone GmbH that shall become part of a joint venture between Vodafone GmbH and Oak Consortium GmbH (currently still operating under SCUR-Alpha 1539 GmbH), a holding company controlled by Global Infrastructure Management, LLC, and investment funds, vehicles and/or accounts advised and managed by various subsidiaries of KKR & Co. Inc. (“Oak Consortium”), decided today to make a voluntary public takeover offer to the shareholders of Vantage Towers AG (“Takeover Offer”) for the acquisition of their no-par-value registered shares (auf den Namen lautende nennwertlose Stückaktien) in Vantage Towers AG (DE000A3H3LL2; “Vantage Towers Shares”). The Bidder intends to offer a cash consideration in the amount of EUR32.00 per Vantage Share. In connection with the Takeover Offer, the Bidder will also acquire all Vantage Towers Shares currently held by Vodafone GmbH (currently 413,347,708 Vantage Towers Shares, corresponding to approx. 81.72% of the issued share capital and the existing voting rights of Vantage Towers AG). 

The Bidder expects to make the Takeover Offer subject to completion conditions relating to certain regulatory clearances and other customary closing conditions. 

In addition, the Bidder, Vodafone GmbH, Oak Consortium and Vantage Towers AG have entered into a business combination agreement dealing with the terms of the investment of the joint venture in Vantage Towers AG. 

The Bidder further intends to implement a domination and profit and loss transfer agreement in accordance with sections 291 et seq. of the Stock Corporation Act with the Bidder as dominating entity and Vantage Towers AG as dominated entity and/or, if a shareholding of 95% of the share capital is reached, a squeeze-out of the minority shareholders of Vantage Towers AG pursuant to sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz). 

The offer document for the Takeover Offer (in German and a non-binding English translation) containing the detailed terms and conditions of, and other information relating to, the Takeover Offer, respectively, will be published on the internet at 

https://angebot.wpueg.de/oak/ 

The offer document for the Takeover Offer will also be published by way of a notice of availability in the German Federal Gazette (Bundesanzeiger) and will be accessible on the website of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”).

Important notice: 

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Vantage Towers Shares. The terms and further provisions regarding the Takeover Offer by the Bidder to the shareholders of Vantage Towers AG will be set forth in the offer document which will be published following approval of its publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Holders of Vantage Towers Shares are strongly recommended to read the offer document and to seek independent advice, where appropriate, in relation to the matters therein. 

The release, publication or distribution of this announcement in certain jurisdictions other than the Federal Republic of Germany may be restricted by law. Persons who are resident in, or are subject to, other jurisdictions should inform themselves of, and observe, any applicable requirements. 

The Takeover Offer will be made in the United States of America in reliance on, and compliance with, Section 14(e) of the US Securities Exchange Act of 1934 and Regulation 14E thereunder, as exempted thereunder by Rule 14d-1(d). 

To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder, its affiliates and/or brokers acting on its behalf may, outside of the United States of America and in compliance with applicable law, from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, Vantage Towers Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, Vantage Towers Shares, other than pursuant to the Takeover Offer, before, during or after the period in which the Takeover Offer will remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases would be disclosed as required by law or regulation in Germany or other relevant jurisdictions. 

This announcement may contain statements about Vodafone GmbH and/or its affiliates (together “Vodafone Group”), KKR & Co. Inc. and/or investment funds, vehicles and accounts advised and managed by any of its subsidiaries (together the “KKR Entities”), Global Infrastructure Management, LLC, and/or its affiliated entities as well as advised and managed investment funds (together the “GIP Entities”) or Vantage Towers AG and/or its subsidiaries (together “Vantage Group”) that are or may be “forward-looking statements”.   (...) Vodafone GmbH, Oak Consortium and the Bidder caution you that forwardlooking statements are not guarantees of the occurrence of such future events or of future performance and that in particular the actual results of operations, financial condition and liquidity, the development of the industry in which Vodafone Group, the KKR Entities, the GIP Entities and Vantage Group operate and the outcome or impact of the acquisition and related matters on Vodafone Group, the KKR Entities, the GIP Entities and/or Vantage Group may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. Any forward-looking statements speak only as at the date of this announcement. Except as required by applicable law, Vodafone GmbH, Oak Consortium and the Bidder do not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise. 

Düsseldorf, 9 November 2022 

Oak Holdings GmbH (currently still operating under Blitz D22-277 GmbH) 

Managing Directors

Nikon has Secured 86.17% in SLM During the Acceptance Period, Additional Acceptance Period Begins on November 5, 2022

Tokyo, Japan, November 4, 2022 – Nikon Corporation (“Nikon”) today announced that at the expiry of the acceptance period for the voluntary public takeover offer (the “Takeover Offer”) for the shares (ISIN DE00A111338 and ISIN DE000A289BJ8) of SLM Solutions Group AG (“SLM”) at midnight (CET) on November 1, 2022, Nikon AM. AG (the “Bidder”), a direct subsidiary of Nikon, has secured approximately 86.17% of the share capital of SLM, taking into account the shares resulting from the conversion of all convertible bonds issued by SLM and due in 2026. The acceptance period for the Bidder’s parallel voluntary tender offer for the acquisition of all convertible bonds issued by SLM and due in 2026 (“the “Bonds Offer”) simultaneously expired at midnight (CET) on November 1, 2022.

During the acceptance period, the Takeover Offer has been accepted for 19,175,775 SLM shares, which corresponds to approximately 74.48% of the share capital of SLM based on a share capital of 25,744,680 SLM shares (as published by SLM on October 14, 2022). Concurrently, the Bonds Offer has been accepted for 42,710 convertible bonds issued by SLM and due in 2026, which, upon conversion, would result in 5,361,089 SLM shares corresponding to approximately 17.23% of the share capital of SLM, taking into account the shares resulting from the conversion of all convertible bonds issued by SLM and due in 2026. Therefore, the Bidder, together with the 2,270,172 SLM shares directly held by the Bidder, has secured 26,807,036 SLM shares, which corresponds to approximately 86.17% of the share capital of SLM, taking into account the shares resulting from the conversion of all convertible bonds issued by SLM and due in 2026.

By now, the closing conditions for the Takeover Offer and the Bonds Offer respectively other than foreign investment control clearance in the United States have been fulfilled. Consequently, SLM shareholders who have not tendered their shares can still accept the Takeover Offer and bondholders who have not tendered their convertible bonds issued by SLM and due in 2026 can still accept the Bonds Offer, during the additional acceptance period, which begins on November 5, 2022 and expires at midnight (CET) on November 18, 2022. SLM’s management board and supervisory board, in their reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG), recommended that SLM shareholders accept the Takeover Offer.

The Takeover Offer and the Bonds Offer are made on and subject to the terms and conditions set out in the respective offer documents. The offer documents (together with a non-binding English translation) and other information pertaining to the Takeover Offer as well as the Bonds Offer are available on the following website: www.dm-offer.com.

Details as to how the Takeover Offer and the Bonds Offer can be accepted are set out in the respective offer documents. To tender their shares and/or convertible bonds, SLM shareholders and/or bondholders should contact their respective custodian bank.

About Nikon:

Nikon has been a pioneer in optical technology markets worldwide since its inception in 1917. Today, utilizing advanced technologies, we offer a wide range of products and solutions from digital cameras and binoculars to industrial precision equipment such as FPD and semiconductor lithography systems, microscopes and measuring instruments as well as products for the healthcare field. In the future, we will take advantage of Nikon’s core technologies to generate new core pillars of profit including the material processing business; Nikon strives to be a leading company in precision and optics fields that realizes sustainable growth of enterprise value in the medium- to long-term.

Nikon is a publicly traded company, headquartered in Japan, with offices around the world.

Further information is available at www.nikon.com.

About SLM:

SLM Solutions is a global provider of integrated metal additive manufacturing solutions. Leading the industry since its inception, it continues to drive the future of metal additive manufacturing in every major industry with its customers’ long-term success at its core. SLM Solutions is home to the world’s fastest metal additive manufacturing machines boasting up to 12 lasers and enabling build rates of up to 1000ccm/h. With a portfolio of systems to suit every customer’s needs, along with its team of experts closely collaborating at every stage of the process, SLM Solutions leads the way on return on investment with maximum efficiency, productivity, and profitability. SLM Solutions believes that additive manufacturing is the future of manufacturing and has the desire and capability to take its customers there – right now.

SLM Solutions is a publicly traded company headquartered in Germany, with offices in Canada, China, France, India, Italy, Japan, Singapore, South Korea, and the United States.

Further information is available on www.slm-solutions.com.

KROMI Logistik AG: Initiation of a squeeze-out procedure under stock corporation law by the main shareholder Investmentaktiengesellschaft für langfristige Investoren TGV with cash compensation of EUR 8.50 per share intended / Resignation from the Supervisory Board

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

Hamburg, November 2, 2022 - KROMI Logistik AG (ISIN DE000A0KFUJ5) informs that the main shareholder with a majority interest in the company, the Investmentaktiengesellschaft für langfristige Investoren TGV based in Bonn, today informed KROMI Logistik AG's Managing Board of its intention to initiate and carry out a squeeze-out procedure within the meaning of Section 327a et seq. of the German Stock Corporation Act (AktG). In this regard, the company has been informed that the required shareholding of at least 95% of the shares has been secured. The minority shareholders are to be offered a cash compensation of EUR 8.50 per share. The required squeeze-out resolution by the Annual General Meeting is to be passed by the end of February 2023. The steps required for this will be initiated accordingly.

In this context, Mr. Jens Große-Allermann, as a member of the Managing Board of the Investmentaktiengesellschaft für langfristige Investoren TGV, has informed the company that he is resigning from his position as a member of KROMI Logistik AG's Supervisory Board with immediate effect.

GSW Immobilien AG: Delisting of GSW shares intended, major shareholder has announced public delisting tender offer, GSW to support such public tender offer

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

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE AD-HOC RELEASE.

Berlin, Germany, September 26, 2022 – Today, the management board of GSW Immobilien AG (the “Company“) (ISIN DE000GSW1111 / WKN GSW111) with the approval of the supervisory board and in consultation with Deutsche Wohnen SE (“Deutsche Wohnen“), which holds approx. 94.02 % of the shares of the Company (“GSW Shares“), has resolved to delist the GSW Shares for trading in the Regulated Market of the Frankfurt Stock Exchange after publication of a public delisting offer by Deutsche Wohnen. To this end, GSW – upon approval by the supervisory board – today concluded a delisting agreement with Deutsche Wohnen. In the delisting agreement, Deutsche Wohnen has committed itself to making a public tender offer to the GSW shareholders to purchase their shares at the legal minimum price. The price of this tender offer will be determined by way of an enterprise valuation by Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft with its registered seat in Stuttgart („Ebner Stolz“), that is mandated as an independent evaluator to perform a company valuation of the Company pursuant to Section 5 para. 4 of the German WpÜG Offer Ordinance (WpÜG-Angebotsverordnung) (the “Company Valuation”).

In light of the overall circumstances, the management board and the supervisory board are of the opinion that the conclusion of a delisting agreement is in the interest of the Company. This is based on the fact that, since the consummation of the business combination between Deutsche Wohnen and Vonovia SE („Vonovia“) in October 2021, the public equity capital market has continued to lose significance as a financing option for the Company as a group company of the Vonovia group. Furthermore, since the voluntary public tender offer by Vonovia to all shareholders of the Company on September 21, 2021, the free float in the Company has further been reduced to approx. 0.087 %, and no relevant trading activity in the GSW Shares is taking place. Against this background, the Company has – subject to a detailed examination of the tender offer document and in consideration of its statutory obligations – agreed to support the public delisting offer. The management board and the supervisory board will issue a reasoned statement pursuant to Sec. 27 German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) regarding the public delisting offer.

The decision on the withdrawal of admission of the shares will be taken by the management of the Frankfurt Stock Exchange. The management board expects the withdrawal, in accordance with the rules of the Frankfurt Stock Exchange, to come into effect three trading days after publication of the withdrawal which shall occur immediately following the decision of the Frankfurt Stock Exchange. After effectiveness of the withdrawal, GSW Shares will no longer be admitted for trading or be traded on a domestic regulated market or on a comparable foreign market.

SLM and Nikon enter into Investment Agreement – Nikon to launch public takeover offer for SLM

Corporate News

- SLM enters into Investment Agreement with Nikon to further enhance SLM’s leadership position in Additive Manufacturing

- Nikon to launch all cash public takeover offer for SLM at EUR 20 per share, representing a premium of 75% to the undisturbed closing price as of September 1st 2022

- Key shareholders Elliott, ENA and Hans J. Ihde support the takeover offer

- Limited customary closing conditions with no acceptance threshold

- SLM resolved 10% capital increase fully subscribed by Nikon at the takeover offer price

- SLM management and supervisory boards welcome and support the proposed transaction

Lübeck, Germany – September 2, 2022. Today, SLM Solutions Group AG ("SLM Solutions", "SLM" or the "Company") and Nikon Corporation (“Nikon”) have entered into an Investment Agreement in relation to a voluntary public takeover offer that Nikon intends to launch for all outstanding shares of SLM at a cash consideration of EUR 20 per share.

The EUR 20 offer price represents a 75% premium to the XETRA closing price of SLM’s shares on September 1st, 2022, and an 84% premium over the last 3 month volume-weighted average price of SLM’s share of EUR 10.89.

Nikon has obtained binding commitments from SLM’s key shareholders Elliott Advisors UK Limited (Cornwall), ENA Investment Capital and SLM’s founder Hans J. Ihde to support the transaction by way of irrevocable tender commitments comprising shares and all SLM convertibles bond securities to held.

The tender takeover offer has a limited set of closing conditions. Completion is contingent on foreign investment control clearance and certain further customary conditions. The transaction will not be subject to a minimum acceptance threshold and will not require anti-trust approvals.

The SLM management and supervisory boards welcome and, subject to a review of the offer document, fully support the transaction and the takeover offer. Also, the members of the SLM management and supervisory boards have committed to tender their shares into the takeover offer. SLM expects the takeover offer to commence at the end of September or early October 2022.

Concurrently to signing of the Investment Agreement but independent of the closing of the takeover offer, SLM today also resolved a 10% capital increase without subscription rights which Nikon fully subscribes to at the takeover offer price. The gross proceeds to SLM will be approximately EUR 45.4 million and will be used for the partial repayment of convertible bonds 2017/2024 as well as for funding ongoing business operations.

With SLM becoming part of Nikon’s digital manufacturing strategy, SLM management is convinced this transaction will further enhance SLM’s ability to stay at the forefront of metal Additive Manufacturing and enhance its leadership position in delivering superior products and solutions to its customers.

SLM’s CEO Sam O’Leary commented: “Nikon has more than a century of history in developing cutting-edge opto-electronic technology and precision equipment. I am excited for SLM to partner with Nikon to further extend our technology leadership position. We believe this transaction and partnership is very beneficial for all our stakeholders – shareholders, employees and customers alike.”

Toshikazu Umatate, CEO of Nikon said: “By acquiring SLM Solutions, Nikon is taking an important step towards our Vision 2030. We are focused on digital manufacturing as a growth driver and will create value through the promising market of metal additive manufacturing for our stakeholders. 3D Printing will revolutionize mass-production by enabling our clients to manufacture highly complex parts, reduce cycle time, carbon emissions, energy costs and waste. Nikon and SLM Solutions share the vision that our technology-driven innovation will transform the future of manufacturing. This acquisition will be key to growing our digital manufacturing business.”

Nabeel Bhanji, senior portfolio manager on behalf of Elliott Advisors (UK) Limited, an affiliate of Elliott Investment Management L.P. said: “Elliott is pleased to have played a key role in SLM’s journey over the past six years, helping the Company stay at the forefront of Additive Manufacturing innovation and product development. We are confident that Nikon, with its excellence in manufacturing and deep experience in technology, will further the innovation and distribution of SLM’s market-leading products.”

While SLM will play an integral role in Nikon’s digital manufacturing strategy, Nikon committed not to initiate the conclusion of a domination agreement for at least three years. The Company will continue to be led by its current senior management team.

Citigroup Global Markets Europe AG is acting as exclusive financial advisor to SLM Solutions, Gleiss Lutz is acting as legal counsel to the Company and Sullivan & Cromwell is acting as legal advisor to SLM’s supervisory board.

Analyst Call on 2 September 2022
In relation to the proposed transaction SLM Solutions Group AG will hold an investor and analyst call today, 2 September 2022, at 2 p.m. CET. The presentation can be followed online via livestream: https://www.webcast-eqs.com/slm20220902

About Nikon
Nikon has been a pioneer in optical technology markets worldwide since its inception in 1917. Today, utilizing advanced technologies, we offer a wide range of products and solutions from digital cameras and binoculars to industrial precision equipment such as FPD and semiconductor lithography systems, microscopes and measuring instruments as well as for the healthcare field. In the future, we will take advantage of Nikon's core technologies to generate new core pillars of profit including the material processing business; Nikon strives to be a leading company in precision and optics fields that realizes sustainable growth of enterprise value in medium- to long-term.

Nikon is a publicly traded company, headquartered in Japan, with offices around the world.

Further information is available at www.nikon.com

About SLM Solutions
SLM Solutions is a global provider of integrated metal additive manufacturing solutions. Leading the industry since its inception, it continues to drive the future of metal AM in every major industry with its customers’ long-term success at its core. SLM Solutions is home to the world’s fastest metal additive manufacturing machines boasting up to 12 lasers and enabling build rates of up to 1000ccm/h. With a portfolio of systems to suit every customer's needs, along with its team of experts closely collaborating at every stage of the process, SLM Solutions leads the way on return on investment with maximum efficiency, productivity, and profitability. SLM Solutions believes that additive manufacturing is the future of manufacturing and has the desire and capability to take its customers there – right now.

SLM Solutions is a publicly-traded Company headquartered in Germany, with offices in Canada, China, France, India, Italy, Japan, Singapore, South Korea, and the United States.

Further information is available on www.slm-solutions.com

SLM Solutions Group AG: Increase of the company’s share capital by 10% and conclusion of investment agreement with Nikon

Disclosure of inside information pursuant to Article 17 of the Regulation (EU) No 596/2014

NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Luebeck, September 2, 2022 – Today, the management board of SLM Solutions Group AG (ISIN shares: DE000A111338, “SLM Solutions” or the “Company”) resolved, with the consent of the supervisory board, to increase the Company’s registered share capital by approx. 10% against cash contributions, making partial use of the Authorized Capital 2022 (the “Capital Increase”). The statutory subscription right of the existing shareholders will be excluded in accordance with Section 203 AktG in conjunction with Section 186(3) sentence 4 AktG. The 2,270,172 new shares will be subscribed for exclusively by Nikon AM. AG (“Nikon AG”) at a price of EUR 20.00 per new share. The Company and Nikon AG have signed a subscription agreement to that effect today.

The Company will receive gross proceeds amounting to approx. EUR 45.4 million from the Capital Increase, which are intended to be used to fund the partial early repayment of convertible bonds due on October 11, 2022 in an amount of EUR 29.8 million as well as ongoing business operations. The new shares, which will carry full dividend rights as of January 1, 2022, are expected to be issued and included in the existing quotation of the Company’s shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange by around mid-September 2022.

Separately, based on a resolution passed by the Company’s management board with the consent of the supervisory board today, the Company has entered into an investment agreement with Nikon AG and Nikon Corporation (collectively, “Nikon”), one of the world’s leading suppliers of products and solutions based on advanced opto-electronics and precision technologies, supporting the long-term growth and business strategy of SLM Solutions. In this context, Nikon AG has announced its intention to launch a voluntary public takeover offer (the “Takeover Offer”) for all outstanding shares of the Company at a price of EUR 20.00 per share (representing a premium of 75% to the XETRA closing price on September 1, 2022 and a premium of 84% on the volume-weighted average share price during the three months prior to the announcement of the Takeover Offer).

In the investment agreement, the Company and Nikon agreed on the terms and conditions of the Takeover Offer. Subject to their fiduciary duties and the review of the offer document to be published by Nikon, the Company’s management board and supervisory board have agreed to support the Takeover Offer, as they consider it to be in the best interest of the Company, its shareholders, employees and other stakeholders. In the investment agreement, Nikon gave assurance to preserve the existing structure and sites of the SLM Solutions Group. Nikon would also welcome the current management board members to continue their role in the Company.

The Takeover Offer will be conditional upon certain required foreign investment clearances, but will not provide for any minimum acceptance threshold. Nikon AG has informed the Company that it has already secured irrevocable undertakings from the Company’s key shareholders Elliott Advisors UK Limited (Cornwall), ENA Investment Capital and SLM’s founder Hans. J. Ihde (Ceresio). Therefore, Nikon has secured already more than 50% of the Company’s share capital on a fully diluted basis.

The final terms and conditions of the Takeover Offer will be set out in the offer document, the publication of which by Nikon is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Within two weeks after the publication of the offer document, the Company’s management board and supervisory board will, in accordance with their statutory duties, issue a reasoned opinion, which will be published on the Company’s website under www.slm-solutions.com/investor-relations-slm/.

In addition to the Takeover Offer to be made to the Company’s shareholders, Nikon AG informed the Company that it intends to offer all holders of the Convertible Bonds 2020/2026 (ISIN DE000A289N86), 2021/2026 (ISIN DE000A3H3HP1) and 2022/2026 (ISIN DE000A3MQV02) issued by the Company to acquire their bonds. The terms and conditions of such offer will be set out in a separate offer document to be published by Nikon AG.

Assuming consummation of the Takeover Offer, the holders of the Convertible Bonds 2017/2024 (ISIN DE000A2GSF58) will, due to the acquisition of control by Nikon, have a put right in accordance with the terms and conditions of these bonds, entitling them to declare their bonds due and request their repayment at the principal amount plus accrued interest on an effective date to be set by the Company for that purpose.

Petro Welt Technologies AG: Joma announces cash settlement price in case of squeeze-out pursuant to Section 1 (1) of the Austrian Squeeze-out Act

AD-HOC ANNOUNCEMENT

Vienna, August 16, 2022

Petro Welt Technologies AG (“PeWeTe”) announced on July 26, 2022 that Joma Industrial Source Corp. (“Joma”) intends to submit a written request for squeeze-out pursuant to Section 1 (1) of the Austrian Squeeze-out Act (Gesellschafter-Ausschlussgesetz, GesAusG), provided that (a) the extraordinary general meeting of PeWeTe on August 16, 2022 resolves to approve the sale of the participations in Russia in a way that is valid, binding and not subject to challenge or judicial review, or any such challenge or judicial review has been withdrawn, rejected, or adjudicated in favor of the Company, and (b) the sale of the participations in Russia has been validly entered into, all necessary regulatory approvals have been granted, and it has been closed.

In addition to this announcement, Joma has today informed the Management Board of PeWeTe that the amount of the cash settlement price offered by Joma in the event of such squeeze-out would be EUR 2.20 per share. The share price has been calculated as if the sale had been completed. The share price was calculated as if the sale of the participations in Russia had not been carried out.

The initiation of the squeeze-out procedure further requires that Joma submits a formal, written request for squeeze-out pursuant to Section 1 (1) GesAusG.

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.

Appraisal proceedings on the squeeze-out at VTG Aktiengesellschaft: Hearing date on 10 November 2022

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

In the appraisal proceedings regarding the squeeze-out of the minority shareholders of the wagon lessor VTG Aktiengesellschaft, the LG Hamburg has set a hearing date for 10 November 2022, 14:00 hrs. At the hearing, the expert auditors are to be heard on their audit report dated 20 July 2021.

The joint representative and the applicants have until 15 September 2022 to submit their comments on the present response to the application.

The main shareholder Warwick Holding GmbH, Frankfurt am Main, 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). Warwick is an investment vehicle of Morgan Stanley Infrastructure Partners ("MSIP") and OMERS Infrastructure (on behalf of OMERS, the pension plan for municipal employees in the Canadian province of Ontario). 

MSIP and the Joachim Herz Foundation sold their VTG shareholding shortly after the squeeze-out to an acquirer group led by the New York-based financial investor Global Infrastucture Partners (while OMERS remains a shareholder). In this resale, VTG was valued significantly higher than in the squeeze-out. According to press reports, the purchase was made at a valuation of the company of around EUR 7 billion (including approx. EUR 3 billion in liabilities).

Hamburg Regional Court, Case No. 403 HKO 68/21
Rolle, T. et al. ./. Warwick Holding GmbH
70 applicants
joint representative: RA 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 with regard to the merger squeeze-out at MAN SE: Hearing on 8 and 9 March 2023

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

In the appraisal proceedings regarding the transfer of the shares of the minority shareholders of MAN SE to the majority shareholder TRATON SE, which belongs to the VW Group, the Munich Regional Court I has set a date for the oral hearing for 8 March 2023, 10:30 a.m., with a continuation on 9 March 2023, 9:00 a.m.. At this hearing, the court-appointed settlement auditors, Ms Susann Ihlau and Mr Hendrik Duscha of the auditing firm Mazars, are to be heard.

The applicants and the joint representative may comment on the statement of defence until 9 December 2022.

LG Munich I, Case No. 5 HK O 12085/21
Mähner, M. et al ./. TRATON SE
121 applicants
Joint representative: Attorney-at-law Daniela Bergdolt, 80639 Munich, Germany
Representative of the respondent, TRATON SE:
Freshfields Bruckhaus Deringer, 60322 Frankfurt am Main, Germany

Shareholders´ association SdK on ADLER Real Estate: Shareholders must become active

Announcement by SdK Schutzgemeinschaft der Kapitalanleger e.V. (convenience translation)

In addition to the Russian securities, we were also concerned with the events at the companies of the Adler Group. Most recently, especially ADLER Real Estate. The pearl of the Adler Group was deprived of its liquidity by the majority shareholder Adler Group S.A. in recent months. Initially, a loan in the amount of 265 million was extended to Adler Group S.A. shortly before the turn of the year. However, the associated loan agreement was not signed until the end of March 2022! Then, at the end of June, the purchase of 1,400 Berlin apartments was announced. Gross valuation of the apartments: 326 million euros, i.e. around 233,000 euros per apartment. An ambitious price. Why the subsidiary bought the apartments from the parent company is not clear to us. After all, the ADLER Real Estate shareholders are supposed to approve the sale of almost all apartments in the portfolio of ADLER Real Estate AG at the company's annual general meeting on August 31, 2022. This gives the impression that the purchase primarily served the interests of the majority shareholder in order to obtain further liquidity in the short term and that no external third party could be found who was willing to pay a comparable price. Together with the unresolved allegations from the KPMG report on the special investigation at the Adler Group, this all makes a very bad impression. Corporate management to forget. We want to counter this and, with regard to the announced exclusion of the free shareholders of ADLER Real Estate, initiate a special investigation to ensure that the free shareholders are paid a fair compensation, including the equivalent value of any claims for damages against (former) board members and external third parties. In doing so, we are dependent on the assistance of the shareholders of ADLER Real Estate. You can find out how you can help us here (Adler-Gruppe | SdK)

Requested squeeze-out under takeover law for Biotest ordinary shares: hearing before the District Court of Frankfurt am Main on October 27, 2022

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

The Biotest majority shareholder Grifols S. A., Barcelona, had applied to the District Court of Frankfurt am Main pursuant to Section 39a of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), 

the ordinary shares of Biotest AG, (ISIN DE0005227201), which it does not already own directly or indirectly, be transferred to the applicant by way of a resolution pursuant to Sections 39a para. 1, sentence 1, 39b para. 5 sentence 3 WpÜG against payment of compensation in the amount of EUR 43.00 per ordinary share.

This squeeze-out under takeover law of the Biotest ordinary shares held by the minority shareholders (which, according to the application, does not affect the preference shares) is to be discussed before the 5th Chamber for Commercial Matters of the District Court of Frankfurt am Main on October 27, 2022. The Biotest minority shareholders involved in the proceedings have until August 11, 2022 to submit their comments. 

District Court of Frankfurt am Main, Case No. 3-05 O 19/22
representative of the applicant Grifols S.A.:
law firm Osborn Clarke, 200359 Hamburg, Germany

Petro Welt Technologies AG: Joma considers squeeze-out of minority shareholders according to Section 1 (1) of the Austrian Squeeze-out Act

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

Vienna, July 26, 2022

Joma Industrial Source Corp. (“Joma”) holds more than 90% of the shares in Petro Welt Technologies AG (“PeWeTe”) through direct and indirect shareholdings and is therefore deemed to be the principal shareholder pursuant to Section 1 (1) and (2) of the Austrian Squeeze-out Act (Gesellschafter-Ausschlussgesetz, GesAusG).

Joma has today informed the Management Board of PeWeTe of its intention to submit a written request for squeeze-out pursuant to Section 1 (1) GesAusG, provided that (a) the extraordinary general meeting of PeWeTe on August 16, 2022 resolves to approve the sale of the participations in Russia in a way that is valid, binding and not subject to challenge or judicial review, or any such challenge or judicial review has been withdrawn, rejected, or adjudicated in favor of the Company, and (b) if the sale of the participations in Russia has been validly entered into, all necessary regulatory approvals have been granted, and it has been closed. The squeeze-out of the minority shareholders shall take place at a share price calculated as if the sale of the participations in Russia had not been carried out and shall be determined by Joma on the basis of a group valuation made by Grant Thornton Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft.

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.

Cash compensation for the squeeze-out at HypoVereinsbank to be decided by the Bavarian Supreme Court

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

In the appraisal proceedings relating to the squeeze-out at HypoVereinsbank (HVB) registered in 2008, the Munich Regional Court I (Landgericht München I) dismissed the applications for judicial review in the first-instance decision announced on June 22, 2022. Several applicants have filed appeals against this decision. Contrary to the opinion of the Regional Court, there are no de minimis limits, if only for constitutional reasons (requirement of "full" compensation for excluded minority shareholders), certainly not in the amount of 5% or 10% (for sold shareholdings), as assumed by the Regional Court. Therefore, the appropriate cash compensation is to be set at a higher level.

The Bavarian Supreme Court (Bayerisches Oberstes Landesgericht), which is now responsible for appeals in appraisal proceedings, will decide on these appeals in the second instance (and probably also in the final instance if it does not refer the matter to the Federal Court of Justice or allow an appeal on points of law - for example with regard to the de minimis limit assumed by the Regional Court and assessed differently by several Higher Regional Courts).

Although the Munich Regional Court I considered the cash compensation offered to the HVB minority shareholders to be too low, it did not believe that a deviation of less than 5% was sufficient to establish that the original cash compensation was inappropriate, given the predictive nature of any company valuation.

The court also assumed that the shareholdings sold before the squeeze-out were undervalued, by EUR 208 million in the case of International Moscow Bank and by EUR 182 million and EUR 49 million in the case of two asset management companies. The Regional Court also considered the purchase price set for Bank Austria Creditanstalt to be too low. As this was a contractual agreement in which the contracting parties had greater leeway, the court set the threshold for the assumption of a disadvantage to be compensated at 10%, which was higher than in the case of the direct structural measure. With a deviation of 9.18%, this limit had not been exceeded.

Munich Regional Court I, decision of June 22, 2022, Case No. 5 HK O 16226/08
SdK Schutzgemeinschaft der Kapitalanleger e.V. et al. v. UniCredit S.p.A.
302 applicants (originally)
joint representative: RA/WP/StB Walter L. Grosse, 80333 Munich, Germany
Procedural representatives of the respondent, UniCredit S.p.A.:
Freshfields Bruckhaus Deringer, 60322 Frankfurt am Main, Germany