Lenovo in Squeeze-Out of MEDION AG Minority Shareholders

November 14, 2024

Cleary Gottlieb represented long-standing client Lenovo Group Limited in the squeeze-out of the minority shareholders of Frankfurt-listed MEDION AG.

On November 12, 2024, the annual general meeting of MEDION AG approved the squeeze-out, which is expected to be consummated in January 2025. The minority shareholders will receive an appropriate cash compensation of €14.28 per share.

Lenovo Group Limited, through its German subsidiary Lenovo Germany Holding, became the majority shareholder of MEDION AG by way of a public takeover in 2011 and has since increased its shareholding in the company, reaching the threshold of 95% of shares required to squeeze-out the remaining minority shareholders.

The Lenovo group was founded in 1984. It is a leading global PC company and a manufacturer and provider of information technology products and services. Lenovo Group Limited has been listed on the on the stock exchange of Hong Kong since 1994.

MEDION AG was founded in 1983 and became a listed entity in 1998. MEDION AG is a leading German provider of PCs and notebooks and also offers digital services in the areas of electronic software distribution, music platforms, and other online services. MEDION group comprises subsidiaries in Europe, the U.S., and APAC.

press release of Cleary Gottlieb

ZEAL Network SE: ZEAL continues to grow: New customers, revenue and earnings significantly increased, forecast raised

Corporate News

- Group revenue grows by 41 % to € 121.0 million compared to the same period of the previous year

- EBITDA grows by 51 % to € 35.0 million

- Record number of 807 thousand new customers in the first nine months of this year

- ZEAL raises its revenue and EBITDA forecast for the 2024 financial year as a result of its business performance

- Successful launch of the new charity lottery Traumhausverlosung

- Cancellation of all treasury shares resolved

- Share repurchase offer of up to € 25.0 million announced

Hamburg, 06 November 2024. ZEAL Network SE, the leading German online provider of lottery products, achieved significant growth in both revenue and EBITDA in the first nine months of 2024. Consolidated revenue increased by 41 % to € 121.0 million (2023: € 86.0 million). EBITDA grew even faster than revenue, increasing by 51 % to € 35.0 million (2023: € 23.2 million).

“We are proud of our excellent business development since the beginning of the year, which is reflected in significant growth in revenue, EBITDA and new customer acquisition. The efficiency gains and scale effects of our business model are reflected in a disproportionately high increase in profitability. Although the jackpot situation in the third quarter was less favorable than at the beginning of the year, we were able to significantly increase lottery revenue by 42 % compared to the same period last year. Another highlight of the third quarter was the launch of our new charity lottery Traumhausverlosung, which significantly exceeded our expectations,” says Sebastian Bielski, CFO of ZEAL.

Lottery revenue grows by 35 %

ZEAL's positive revenue development in the first nine months of 2024 is mainly due to the strong performance of the lottery business: Revenue from lotteries climbed by 35 % to € 107.6 million (2023: € 79.4 million) and billings from lotteries grew by 17 % to € 743.1 million (2023: € 633.2 million). This growth is attributable to the 17 % increase in the average number of active customers per month (1,347 thousand). The average billings per active user was on a par with the previous year. In addition, ZEAL improved its gross margin by two percentage points to 14.5 % (2023: 12.5 %) by changing its product mix and optimizing margins.

Strong result thanks to record customer growth and lower acquisition costs
ZEAL has once again significantly expanded its customer base since the beginning of the year. The number of registered new customers rose by 56 % to 807 thousand (2023: 518 thousand), a record figure in ZEAL's history. In the third quarter of 2024, ZEAL acquired 28 % more new customers, although there were no maximum jackpots for the Eurojackpot and Lotto 6aus49 compared to the same period in the previous year. Thanks to more efficient marketing measures, the successful acquisition of new customers led to a year-on-year decrease in acquisition costs per registered new customer (cost per lead, CPL) of 24 % to € 35.54 (2023: € 46.81).

Other operating expenses increased by 29 % to € 63.2 million (2023: € 48.8 million). Due to the company's strategic decision to use the good jackpot situation in the first half of 2024 for accelerated and efficient customer growth, marketing expenses increased by 20 % to € 36.9 million in the first nine months of the year compared to the same period of the previous year (2023: € 30.7 million). The higher direct operating costs of € 12.4 million (2023: € 8.6 million) are attributable to the increase in payment processing costs, customer identification costs and commissions paid to external developers for the expansion of the games portfolio.

EBITDA increased disproportionately in relation to the strong sales growth due to efficiency improvements and further economies of scale and, at € 35.0 million, was 51% higher in the first three quarters of 2024 than in the same period of the previous year (2023: € 23.2 million). At € 28.9 million, EBIT even exceeded the previous year's figure (2023: € 16.6 million) by 74%.

Forecast raised

Due to the above-average business development in the first nine months of 2024, ZEAL raised the forecast published on 20 March 2024 in October. Depending on the general conditions – in particular the further jackpot development – the company now expects revenue of between € 158 million and € 168 million for the 2024 financial year (previously: € 140 million to € 150 million). ZEAL also expects EBITDA to be in the range of € 42 million to € 46 million (previously: € 38 million to € 42 million).

First dream house raffle in Germany

ZEAL launched the first raffle for an existing property in Germany on 1 August 2024 with the Dream House Raffle (German name: Traumhausverlosung). The first dream home on the Baltic Sea was raffled off on 4 November 2024, followed immediately by the raffle for the second home on the Flensburg Fjord. Demand during the entire first draw period was well above expectations.

Squeeze-out of LOTTO24 AG completed

With the acquisition of the remaining shares in LOTTO24 AG, ZEAL has reached an important milestone in the optimization of the Group structure. On 27 August 2024, the Annual General Meeting of LOTTO24 AG resolved to transfer the shares of the minority shareholders of LOTTO24 AG to ZEAL Network SE against payment of a cash compensation of € 479.25 per share. The squeeze-out was entered in the commercial register on 8 October 2024 and completed on 16 October 2024. ZEAL now holds 100 % of the LOTTO24 shares and has proposed to the Extraordinary General Meeting of ZEAL on 15 November 2024 the conclusion of profit and loss transfer and domination agreements between ZEAL and LOTTO24 AG.

Cancellation of treasury shares

The Management Board and Supervisory Board of ZEAL have resolved to cancel all 733,851 treasury shares currently held by ZEAL and to reduce the company's share capital accordingly. The cancellation and capital reduction relate to approx. 3.28% of the current share capital.

Public share repurchase offer announced

ZEAL announced today that it will repurchase up to 568,181 shares at a price of € 44.00 per share by way of a public share repurchase offer, which corresponds to up to 2.62 % of ZEAL's share capital after implementation of the capital reduction described above. The share repurchase offer thus has a volume of up to € 25 million and will be financed by utilizing existing credit lines. The acceptance period for the repurchase offer starts on 18 November 2024 and ends on 29 November 2024, subject to extension. The new share repurchase serves to further optimize the company’s capital structure. It is intended to cancel the shares acquired as part of the repurchase offer by reducing the share capital. Further details of the repurchase offer are contained in the offer document, which will be published on 18 November 2024 on the company's website (www.zealnetwork.de) in the section "Investoren / Aktienrückkauf 2024" and in the German Federal Gazette (Bundesanzeiger) (www.bundesanzeiger.de) (German language only). In addition, the company will publish a non-binding English translation of the offer document on its website (www.zealnetwork.de) in the section "Investors / Repurchase Offer 2024".


About ZEAL

ZEAL Network is an e-commerce group of companies based in Hamburg and the market leader for online lotteries in Germany. Founded in 1999, we brought lotteries to the internet. Today, the ZEAL group now has around one million active customers and more than 200 employees at three locations. ZEAL allows the participation in state-licensed lotteries via the LOTTO24 and Tipp24 brands and also offers its own lottery products. ZEAL also owns the brands ZEAL Instant Games, ZEAL Ventures and ZEAL Iberia. In 2024, the ZEAL Group celebrates its 25th anniversary. Since our foundation, growth, innovation and success are at the heart of what we do.

LEG Immobilien SE: Acquisition of Brack Capital Properties N.V. through the conclusion of a share purchase agreement and a tender commitment in the event of a public offer

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

- LEG subsidiary and Adler Real Estate GmbH (Adler) enter into share purchase agreement regarding 52.68% of the shares in Brack Capital Properties N.V. (BCP)

- Adler commits to tender additional 10.1% of the shares in BCP in the event of a public offer (tender commitment)

Today, LEG Grundstücksverwaltung GmbH (LEG), a subsidiary of LEG Immobilien SE, with the approval of the boards of LEG Immobilien SE, has entered into an agreement with Adler relating to the acquisition of 52.68% of the shares in BCP, a real estate company listed on the Tel Aviv Stock Exchange. Together with its 35.52% stake in BCP already acquired in 2021/2022, LEG initially increases its stake to 88.20% upon completion of the share purchase agreement. In addition, Adler has committed to tender its remaining 10.1% of the shares in case of a public offer by LEG regarding BCP (tender commitment). In the event that no public offer is made, LEG grants Adler a put option for the 10.1% stake in BCP at a certain point in time.

The cash-financed purchase price for Adler’s entire 62.78% % stake in BCP amounts to approximately EUR 219m. The price of EUR 45 per share represents a 48% discount on the Net Tangible Asset value (NTA) reported by BCP for H1/2024, resulting in a positive effect on the NTA per LEG share. The impact on the Adjusted Funds From Operations (AFFO) per share is expected to be neutral in 2025. Significant effects on the Loan to Value (LTV) ratio are not expected. In the medium term, BCP’s profitability level is to raise to the one of LEG, particularly through realization of synergies in financing, management, and administration, thereby contributing to AFFO growth.

LEG Immobilien SE sees the potential completion of the acquisition of BCP as a consistent step in expanding its portfolio in line with its strategy. The transaction allows LEG to further strengthen its market position – more than 90% of BCP’s 9,100 units are located in its core area of activity, in particular in North Rhine-Westphalia, which represents approximately half of BCP’s portfolio – but also in the new markets added in the course of its growth strategy, such as Kiel, Hannover, Göttingen and Bremen. With Leipzig, LEG is now establishing a new attractive location.

The completion of the transaction regarding the 52.68% stake is planned for early 2025; merger control clearance has already been granted. The full acquisition (including a squeeze-out of remaining minority shareholders and a delisting) is expected in the following months thereafter.

Takeover Offer for shares of Nexus AG

Announcement of the decision to make avoluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 paras. 1 and 3 in connection with Sections 29 para. 1 and 34 of the German Securities Acquisition and Takeover Act

(Wertpapiererwerbs‑ und Übernahmegesetz – WpÜG)

Bidder:
SCUR-Alpha 1766 GmbH (in future: Project Neptune Bidco GmbH)
c/o SCUR24 Holding GmbH
Schwanthalerstraße 73
80336 Munich
Germany
registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich, Germany, under registration number HRB 296422

Target:
Nexus AG
Irmastraße 1
78166 Donaueschingen
Germany
registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Freiburg i. Br., Germany, under HRB 602434
WKN 522 090 / ISIN DE0005220909

On 5 November 2024, SCUR-Alpha 1766 GmbH (in future: Project Neptune Bidco GmbH) (the "Bidder"), a holding company controlled by investment funds managed and advised by affiliates of TA Associates Management, L.P., decided to make a public takeover offer (freiwilliges öffentliches Übernahmeangebot) to the shareholders of Nexus AG (the "Company") for the acquisition of all non‑par value bearer shares (nennwertlose Inhaberaktien) in the Company (ISIN DE0005220909) each share representing a proportionate amount of EUR 1.00 of the share capital of the Company, (the "Nexus Shares") against payment of a cash offer price of EUR 70.00 per Nexus Share (the "Offer"). The Offer will be subject to a minimum acceptance threshold of 50% plus one share of all issued Nexus Shares and other customary conditions, in particular merger control and foreign investment control clearances.

On the date hereof, the Bidder entered into irrevocable undertakings with certain shareholders of the Company, pursuant to which these shareholders have committed to accept the Offer for all Nexus Shares held by them. Overall, such irrevocable undertakings relate to an aggregate of 26.98% of all voting rights and 26.92 % of the share capital of the Company. The irrevocable undertakings constitute "instruments" within the meaning of section 38 of the German Securities Trading Act (WpHG).

The offer document for the Offer (in the German language and a non‑binding English translation thereof) and other information relating to the Offer will be published on the internet at www.neptune-public-offer.com.

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in the Company. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. Investors and holders of shares in the Company are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer upon their availability since they will contain important information.

The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America.

Munich, 5 November 2024

SCUR-Alpha 1766 GmbH (in future: Project Neptune Bidco GmbH)

Salzgitter Aktiengesellschaft: Potential voluntary public takeover bid to the shareholders of Salzgitter AG

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

The shareholder of Salzgitter AG (ISIN DE0006202005 / WKN 620200, the “Company”) GP Günter Papenburg Aktiengesellschaft has notified the Company that it considers, together with TSR Recycling GmbH & Co. KG (jointly the “Consortium”), to submit a voluntary public takeover bid to the shareholders of the Company in order to acquire shares of the Company. The possible offer shall, among other things, be subject to the Consortium achieving an aggregate shareholding of at least 45 % + one share (including the shares already held by GP Günter Papenburg Aktiengesellschaft) by the end of the acceptance period. The range of a potential offer price has not yet been mentioned to the Company.

The Company will inform the capital market about further relevant developments in this regard without undue delay in accordance with its legal obligations. In case of the Consortium actually submitting a voluntary public takeover bid to the shareholders of the Company, the Executive Board and the Supervisory Board will issue a reasoned opinion pursuant to §27 German Securities Acquisition and Takeover Act (WpÜG).

Commerzbank decides to implement a share buyback programme with a volume of up to 600 million euros

Ad hoc release 

4. November 2024

After receipt of the necessary approvals Commerzbank AG decided today to implement a share buyback programme with a volume of up to 600 million euros.

The share buyback will start after the reporting for the third quarter 2024 at the earliest and should be completed by mid of February 2025 at the latest. Following the resolution of the Management Board the details of the share buyback programme will be made public in an announcement pursuant to Art. 5(1) lit. a) of Regulation (EU) 596/2014 and Art. 2(1) of Delegated Regulation (EU) 2016/1052. The repurchased shares of Commerzbank AG will be redeemed.

infas Holding Aktiengesellschaft: Further examination of the ongoing public takeover offer by the Federal Cartel Office

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

Bonn, 4 November 2024 – infas Holding Aktiengesellschaft (“Company”) (ISIN DE0006097108 / WKN 609710) announces that the German Federal Cartel Office (Bundeskartellamt) has today communicated that it will conduct broader investigations, in particular market enquiries, of the ongoing public takeover offer of Ipsos DACH Holding AG (“Bidder”).

Against this background, the Bidder will re-notify the project to the German Federal Cartel Office following a withdrawal of the original application in order to continue to enable clearance in the preliminary review procedure (so-called Phase I).

Bonn, 4 November 2024

Cinven to Acquire Elliott’s Stake in SYNLAB AG, Squeeze-Out to Follow

Corporate News 

Elliott to remain indirect minority shareholder in SYNLAB

The Management Board of SYNLAB AG (“SYNLAB”) has been informed that international private equity firm Cinven has reached an agreement with funds advised by Elliott Advisors (UK) Limited (“Elliott”). Under this agreement, Cinven will acquire Elliott’s current direct minority stake of approximately 10% in SYNLAB. Elliott will become an indirect minority shareholder in SYNLAB, alongside existing shareholders Cinven, Labcorp (subject to regulatory approval), and Qatar Holding LLC. The transaction is subject to regulatory approvals and is expected to close in early 2025.

The acquiring entity of Elliott’s shareholding will be Ephios Bidco GmbH (“Ephios Bidco”), an entity controlled by funds managed and/or advised by Cinven and the majority shareholder of SYNLAB AG. Ephios Bidco currently holds approximately 86% of the SYNLAB share capital. Upon closing of the transaction with Elliott, Ephios Bidco will hold at least 96.09% of the share capital and at least 97.15% of the voting rights of SYNLAB AG.

In light of this development, Ephios Bidco today submitted a demand to the Management Board of SYNLAB to convene a general meeting of SYNLAB AG to resolve the transfer of the shares held by its remaining (minority) shareholders to Ephios Bidco as majority shareholder in return for appropriate cash compensation, in accordance with Sections 327a et seqq. AktG (squeeze-out under stock corporation law). Ephios Bidco will announce the amount of the appropriate cash compensation separately to the Management Board of SYNLAB once the required valuation work has been completed.

The Management Board of SYNLAB will inform about the date of the Annual General Meeting at which a corresponding transfer resolution will be adopted in accordance with statutory legal requirements. The squeeze-out will only become effective following approval by the general meeting of SYNLAB and registration with the commercial register.

Mathieu Floreani, CEO of SYNLAB Group, commented: “We see this development as a positive step for SYNLAB. Elliott’s decision to remain an indirect shareholder demonstrates their continued belief in our Group’s potential and future growth. We look forward to working closely with all our shareholders to drive SYNLAB’s success.”

About SYNLAB 

SYNLAB Group is the leader in medical diagnostic services and specialty testing in Europe. The Group offers a full range of innovative and reliable medical diagnostics to patients, practising doctors, hospitals and clinics, governments and corporates.

Providing the leading level of service within the industry, SYNLAB is the partner of choice for routine and specialty diagnostics in human medicine. The Group continuously innovates medical diagnostic services for the benefit of patients and customers.

SYNLAB operates in more than 20 countries across four continents and holds leading positions in most markets. More than 27,000 employees, including over 2,000 medical experts, as well as a large number of other specialists such as biologists, chemists and laboratory technicians, contribute every day to the Group’s worldwide success.

SYNLAB performed around 600 million laboratory tests and achieved revenues of €2.64 billion in 2023.

More information can be found on www.synlab.com

About Cinven

Cinven is a leading international private equity firm focused on building world-class global and European companies. Its funds invest in six key sectors: Business Services, Consumer, Financial Services, Healthcare, Industrials and Technology, Media and Telecommunications (TMT). Cinven has offices in London, New York, Frankfurt, Paris, Milan, Madrid, Guernsey and Luxembourg.

Cinven takes a responsible approach towards its portfolio companies, their employees, suppliers, local communities, the environment and society.

Cinven Capital Management (V) General Partner Limited, Cinven Capital Management (VI) General Partner Limited, Cinven Capital Management (VII) General Partner Limited and Cinven Capital Management (SFF) General Partner Limited are each authorised and regulated by the Guernsey Financial Services Commission, and Cinven Limited is authorised and regulated by the Financial Conduct Authority.

In this press release ‘Cinven’ means, depending on the context, any of or collectively, Cinven Holdings Guernsey Limited, Cinven Partnership LLP, and their respective Associates (as defined in the Companies Act 2006) and/or funds managed or advised by any of the foregoing.

For additional information on Cinven please visit www.cinven.com and www.linkedin.com/company/cinven/.

About Elliott

Elliott Investment Management L.P. (together with its affiliates, "Elliott") manages approximately $69.7 billion of assets as of June 30, 2024. Founded in 1977, it is one of the oldest funds under continuous management. The Elliott Funds' investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. Elliott Advisors (UK) Limited is an affiliate of Elliott Investment Management L.P.

More information can be found on www.elliottmgmt.com.

niiio finance group AG: Application for delisting from the general open market of the Düsseldorf Stock Exchange as well as termination and early repayment of the convertible bond

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

Görlitz, October 30, 2024

niiio finance group AG (ISIN: DE000A2G8332) ("Company") has decided today to apply for the delisting of the Company's shares from the general open market (Allgemeiner Freiverkehr) of the Düsseldorf Stock Exchange. The Company expects that the Düsseldorf Stock Exchange will approve the application; in this case, the delisting will take place with a notice period of six months, i.e. expected at the end of April 2025. The shares will then no longer be listed in the open market (Freiverkehr) due to the Company's request.

Until the end of the six-month period, the Company's shareholders will continue to have the opportunity to trade their shares on the open market of the Düsseldorf Stock Exchange. Reference is also made to the voluntary purchase offer for shares in the Company announced by Neptune BidCo AG in the Federal Gazette on October 29, 2024. The Company has already published an ad hoc announcement about the planned purchase offer of Neptune BidCo AG (see ad hoc announcement of the Company dated August 26, 2024) and reported on the upcoming publication of the purchase offer in the Federal Gazette (see corporate news of the Company dated October 29, 2024).

The decision to delist was made because the economic benefit of listing the Company's shares on the open market of the Düsseldorf Stock Exchange no longer justifies the associated costs. The delisting is expected to reduce the Company's future administrative and cost expenses.

Furthermore, the Company has decided today to terminate all 406,246 not yet converted bonds of the convertible bond 2021/2026 (Wandelanleihe 2021/2026) issued by the company (ISIN DE000A3E5S26; "Convertible Bond") with a total nominal amount of EUR 406,246 with effect from the end of January 31, 2025, in compliance with the notice period of at least 90 days in accordance with section 3.3 of the bond terms and conditions, and to thus redeem the Convertible Bond prematurely and in full.

The date of early redemption in accordance with the bond terms and conditions is also January 31, 2025. On the redemption date, the bondholders will receive the nominal amount plus the interest accrued thereon up to the date of redemption (exclusive).

The bondholders do not need to take any action in connection with the termination of the Convertible bond. The bonds are deposited in a global certificate with Clearstream Banking AG, Frankfurt, therefore the credits are made via Clearstream Banking AG and the custodian banks.

The Company’s executive board intends to announce the termination of the Convertible Bond in October 2024 in accordance with section 14.1 of the bond terms and conditions on the company's website at niiio.finance/investor-relations/, under the section "Wandelanleihe 21/26".

Delisting Offer for shares of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft

PUBLICATION PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 OF THE GERMAN SECURI-TIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ÜBERNAHME-GESETZ - "WPÜG") IN CONJUNCTION WITH SECTION 39 PARA. 2 SENT. 3 NO. 1 OF THE GERMAN STOCK EXCHANGE ACT (BÖRSENGESETZ - "BÖRSG")

Bidder:
TLG IMMOBILIEN AG
Alexanderstraße 1
10178 Berlin
Germany
registered with the commercial register of the local court (Amtsgericht) Charlottenburg under HRB 161314 B
ISIN: DE000A12B8Z4

Target Company:
WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft
Alexanderstraße 1
10178 Berlin
Germany
registered with the commercial register of the local court (Amtsgericht) Frankfurt am Main under HRB 55695
ISIN: DE000A1X3X33

The offer document will be published on the Internet once such publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) at:

https://www.tlg.de/investor-relations/delisting-angebot-wcm-ag

Today, on October 10, 2024, TLG IMMOBILIEN AG (the "Bidder"), with its registered office in Berlin, Germany, has decided to submit a public delisting tender offer (the "Delisting Offer") pursuant to Section 39 para. 2 sent. 3 no. 1 BörsG in the form of a cash offer to the shareholders of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft (the "Company"), with its registered of-fice in Frankfurt am Main, Germany, to acquire all no-par value bearer shares in the Company, each with a notional interest in the share capital of EUR 1.00 (ISIN DE000A1X3X33) (the "WCM Shares"), which are not already held by the Bidder.

The Bidder currently holds a share of approx. 98.05 % of the share capital of the Company. Under the Delisting Offer, the Bidder will offer EUR 2.01 in cash as consideration for each WCM Share tendered to the Bidder for acceptance, subject to the determination of the minimum price and the final determination in the offer document. The offer will not include any closing conditions.

The Delisting Offer will otherwise be made on the terms and conditions set forth in the offer docu-ment. To the extent legally permissible, the Bidder reserves the right to deviate from the basic information described herein.

The Company has undertaken towards the Bidder to apply for the revocation of the admission to trading of the WCM Shares on the regulated market (Regulierter Markt) each of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (General Standard), the Hamburg Stock Exchange (Börse Hamburg) and the Stuttgart Stock Exchange (Börse Stuttgart) (so-called Delisting) prior to the expiration of the acceptance period of the Delisting Offer. In addition, the Company has under-taken towards the Bidder to take all reasonable actions to terminate the inclusion of WCM Shares in the open market (Freiverkehr), insofar as this inclusion took place at the request of the Company.

Important Notice:

This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of the Company. The final terms and further provisions regarding the delisting tender offer will be disclosed in the offer document after its publication has been ap-proved by the German Federal Financial Supervisory Authority (Bundesanstalt für Fi-nanzdienstleistungsaufsicht). To the extent legally permissible, the Bidder reserves the right to de-viate in the final terms of the delisting tender offer from the basic information described herein. Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the delisting tender offer as soon as they are published, since they contain or will contain important information.

The offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahme-gesetz), the German Stock Exchange Act (Börsengesetz), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of

Germany or the United States of America (to the extent applicable). Thus, no other announce-ments, registrations, admissions or approvals of the offer outside of the Federal Republic of Ger-many have been filed, arranged for or granted. Investors in, and holders of, securities in the Com-pany cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public tender offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.

The Bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the offer on or off the stock exchange. If such further acquisitions take place, infor-mation about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction.

To the extent any announcements in this document contain forward-looking statements, such state-ments do not represent facts and are characterized by the words "will", "expect", "believe", "esti-mate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting together with the Bidder. Such forward-looking statements are based on current plans, estimates and fore-casts, which the Bidder and the persons acting together with the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting together with the Bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting together with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assump-tions or other factors.

Berlin, October 10, 2024

TLG IMMOBILIEN AG
Management Board

Commerzbank Aktiengesellschaft: Commerzbank’s Supervisory Board and Executive Board confirm strategy

26-Sep-2024 / 09:03 CET/CEST

- Chairman of the Supervisory Board Jens Weidmann: Commerzbank has considerable potential for growth and appreciation

- The Board of Management expects faster and stronger improvements in profitability: Return on equity is expected to rise to more than 12% by 2027

- Increased and accelerated capital return to shareholders planned

During the annual strategy dialog with the Board of Managing Directors, the Supervisory Board of Commerzbank unanimously confirmed its support for its strategy, which aims to achieve a reliable and sustainable increase in value. The strategic priority remains profitable growth, while maintaining strict cost discipline and customer orientation. The implementation of Strategy until 2027 is progressing rapidly and on schedule, and Commerzbank is reliably delivering the announced progress.

In addition to the original plans, the Bank’s profitability is to be improved even more in the coming years, primarily by further increasing its earnings. As a result, the Board of Managing Directors expects Commerzbank to increase its Return on Tangible Equity (RoTE) to more than 12% by 2027 and thereby stronger than previously planned. In addition, the return of capital to shareholders is to be accelerated and significantly increased: Commerzbank expects its net profit to rise significantly to over €3 billion in 2027 and aims for payout ratios of more than 90% for the years 2025 to 2027, but not more than the net result after deduction of AT1 coupon payments. This is subject to the approval of the ECB and the German Finance Agency.

The Chairman of the Supervisory Board of Commerzbank AG, Jens Weidmann, said: “We are very satisfied with the implementation and ongoing further development of our Strategy until 2027, which continues to be supported with vigor by the Supervisory Board. Commerzbank is continuously expanding its independent position as a strong pillar in the German banking market and a reliable partner to the domestic economy. As ’Bank for Germany’, we firmly believe that it has considerable growth and appreciation potential.”

Bettina Orlopp, future CEO, said: “We are continuously developing our robust growth history based on very solid assumptions and are sharpening our financial targets. By realizing additional earnings potential, for example in corporate clients business, asset management and at our Polish subsidiary mBank, as well as implementing further efficiency gains, we will improve our profitability more strongly than originally planned. Despite conservative planning, we expect to earn our cost of capital faster and return even more capital to our shareholders. In this way, as in previous years, we will continue to create value for all our shareholders in the future.”

alstria office REIT-AG: squeeze-out demand regarding the shares of minority shareholders, amendment to investment agreement, loss of REIT-status at year-end 2024

Ad hoc notification pursuant to Articles 17 MAR

- Squeeze-out demand regarding the shares of the minority shareholders of alstria office REIT-AG by the majority shareholder;

- alstria office REIT-AG enters into an amendment agreement to the investment agreement with its majority shareholder;

- loss of the REIT-status at year-end 2024

Hamburg, September 18, 2024 – alstria office REIT-AG (symbol: AOX, ISIN: DE000A0LD2U1) (“alstria” or the “Company”) announces that, today, the management board of alstria received a demand from BPG Holdings Bermuda Limited, a subsidiary of Brookfield Corporation (the "Majority Shareholder"), pursuant to Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz, AktG). Accordingly, the general meeting of alstria shall resolve to transfer the shares of all other shareholders to BPG Holdings Bermuda Limited or one of its subsidiaries in return for an appropriate cash compensation (Squeeze-Out under Stock Corporation Law). The amount of the cash compensation will be communicated with a specific request as soon as it has been determined and published separately. The general meeting, which is to resolve on the transfer resolution, can subsequently be convened. The general meeting is expected to take place in the first quarter of 2025. The Squeeze-Out under Stock Corporation Law only becomes effective with the approval of the general meeting and entry in the commercial register.

The Majority Shareholder does not directly hold any shares in alstria. By adding shares held by other shareholders, the arithmetical total shareholding of the Majority Shareholder amounts to 95.37%.

Further, the Company announces that, as of today, it has entered into an amendment agreement with Alexandrite Lake Lux Holdings S.à r.l. and BSREP IV Alexandrite Pooling L.P. (Bermuda), each controlled by the Majority Shareholder, to the investment agreement (the “Investment Agreement”) signed in connection with the voluntary public takeover offer in November 2021 (the “Amendment Agreement”). The Amendment Agreement allows the Majority Shareholder or one of its subsidiaries to initiate a squeeze-out before the end of the term of the Investment Agreement in February 2025. In return, Alexandrite Lake Lux Holdings S.à r.l. and BSREP IV Alexandrite Pooling L.P. undertake to indemnify the Company against the potential negative cash consequences for alstria of the compensation payments that could result from the Company's obligation under Article 20 para. 1 of the Company’s Articles of Association to compensate minority shareholders in the event of termination of the tax exemption upon the loss of the Company's REIT-status.

In light of the Squeeze-Out under Stock Corporation Law, alstria will not be compliant with the requirements under the Act on German Real Estate Stock Corporations with Listed Shares (REIT-Gesetz, REITG) and is therefore expected to lose its status as a REIT stock corporation on December 31, 2024, as the Squeeze Out excludes any alternative option of restoring the distribution of shares of at least 15% in free float required for a REIT stock corporation (Sections 11 para. 1, 18 para. 3 REITG).

Pursuant to Article 20 of the Company’s Articles of Association, shareholders who hold less than 3 % of the Company's voting rights at the time of termination of the tax exemption, will be entitled to a compensation which shall be the disadvantage – if any – in terms of distributions that results from the termination of the tax exemption pursuant to Section 18 para. 3 REITG considering the tax benefits of the shareholders on a lumpsum basis and shall be determined with binding effect for the shareholders by an auditor determined by the Institute of Auditors in Germany e.V. (IDW). Upon application by the management board, the IDW has already appointed the auditor for the evaluation process.

The main financial impact of the loss of the REIT-status is related to the booking of non-cash deferred tax liability on its balance sheet at the next reporting date. This will lead to an equivalent non-cash loss on the Company’s profit and loss accounts. Based on the current information available to the company this is expected to range from around EUR 150 million (assuming full trade tax relief) up to around EUR 400 million (assuming no relief from trade tax). The final value of the deferred tax liability for financial year 2024, will only be known precisely following the valuation of alstria’s assets at the balance sheet date.

Additional information regarding the loss of the REIT-status on alstria’s financials can be found in alstria’s 2024 HY financial result as a contingent liability disclosure (page 24 of the half-year financial statement as of June 30, 2024, available at https://alstria.com/investor/#reports

CPI Property Group – Sale of S IMMO AG shares to IMMOFINANZ AG

Press Release – Corporate News

Luxembourg, 25 September 2024

CPI PROPERTY GROUP (“CPIPG” or the “Group”) hereby announces the sale of 28,241,094 shares in S IMMO AG ("S IMMO") to IMMOFINANZ AG (“IMMOFINANZ”). The total number of shares sold will result in IMMOFINANZ increasing its stake in S IMMO to around 89%.

The total purchase price consideration amounts to €608.5 million or €21.55 per S IMMO share. The purchase price for the shares was negotiated between CPIPG and IMMOFINANZ based on the cash compensation of €22.05 to be paid to the minority shareholders of S IMMO in the planned squeeze-out, less a discount of €0.50 per share.

The transaction will be partly financed through a long-term credit facility of €500 million provided by CPIPG to IMMOFINANZ. The financing terms are also based on current market conditions with optional prepayments to be made continuously throughout the duration of the facility. The sale purchase agreement was signed today, with closing to take place immediately thereafter.

The transaction qualifies as a related party transaction given that CPIPG consolidates IMMOFINANZ and S IMMO. Thus, there will be no impact on the Group’s consolidated financial position as a result of this transaction.

Commerzbank Aktiengesellschaft: Commerzbank Lays Foundation for Leadership Transition

- Bettina Orlopp appointed as new CEO

- Orlopp to take over as CEO upon the departure of Manfred Knof

- Supervisory Board aims for the transition in the near future

- Michael Kotzbauer appointed as new Deputy CEO

The Supervisory Board of Commerzbank AG has redefined the responsibilities at the Group’s top management and appointed Bettina Orlopp (54) as the CEO and successor to Manfred Knof (59). The Supervisory Board aims for a transition in the near future. Knof had informed the Chairman of the Supervisory Board Jens Weidmann of his decision not to seek a second term as CEO at the beginning of September. Since then, the Presidential and Nomination Committee of the Supervisory Board has been engaged in a structured search for candidates both internally and externally and recommended the now-approved solution to the full Supervisory Board, which agreed unanimously. Additionally, Michael Kotzbauer (56), Member of the Board of Managing Directors responsible for Corporate Clients, has been appointed as Deputy CEO. Both will receive a contract for 5 years, when entering their new positions. Regarding the succession of the CFO role the Supervisory Board has started a structured search. In the transitional period after hand-over, Bettina Orlopp will take both functions in a dual role.

Jens Weidmann, Chairman of the Supervisory Board, commented on the transition: “With Bettina Orlopp, we have found an ideal successor to lead Commerzbank. Both Bettina Orlopp and Michael Kotzbauer, as co-architects of Strategy until 2027, embody growth, profitability, customer focus, and collaboration. Clear responsibilities are crucial, especially in the current phase of the bank. My sincere thanks go to Manfred Knof, whose decisiveness and strategic foresight have greatly contributed to the bank's current success.”

Bettina Orlopp said: “I am grateful for the trust of the Supervisory Board and all stakeholders of this exceptional bank. I am looking forward to this new challenge, which I take with respect but also with confidence and a fantastic team of Board Members at my side. As a leading bank, especially for the German Mittelstand, we will continue to create substantial value for our shareholders, customers and our employees.” Orlopp stated: “While we have a strategy that is effective, significant tasks lie ahead. Together with all our key partners, we will navigate through the challenges ahead of us successfully.”

Manfred Knof joined Commerzbank as CEO on January 1, 2021, after previous roles at Deutsche Bank and Allianz. Bettina Orlopp joined Commerzbank in 2014 and has been a member of the Executive Board since October 2017, most recently serving as CFO. Prior to that, she spent 19 years at McKinsey & Company. She holds a PhD in business administration, is married and has two children.

Michael Kotzbauer has been a member of the Executive Board since the beginning of 2021 and is responsible for the Corporate Clients business. He began his career at Commerzbank as an apprentice in 1990. After studying business administration, he entered the Corporate Clients segment, holding various positions both domestically and internationally. The native New Yorker is married and has one child.

MEDION AG: Lenovo Germany Holding GmbH specifies transfer request and determines cash compensation payable in return for the transfer of the shares of the minority shareholders of MEDION AG

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

The majority shareholder of MEDION AG, Lenovo Germany Holding GmbH, an indirect subsidiary of Lenovo Group Limited, today further specified its formal notice of 13 June 2024 regarding the transfer of the shares of the other shareholders of MEDION AG (minority shareholders) to Lenovo Germany Holding GmbH pursuant to Sec. 327a (1) of the German Stock Corporation Act (Aktiengesetz).

In this respect, Lenovo Germany Holding GmbH has informed the Management Board of MEDION AG that it has set the cash compensation to be paid for the transfer of the shares of the minority shareholders at EUR 14,28 per no-par value bearer share of MEDION AG. The cash compensation has been determined on the basis of the present value of the compensation payments under the domination and profit and loss transfer agreement concluded between Lenovo Germany Holding GmbH and MEDION AG as it exceeds the pro rata earnings value per share and the relevant share price of MEDION AG. The appropriateness of the cash compensation is currently still being reviewed by the court-selected and appointed expert auditor.

The effectiveness of the transfer of the shares of the minority shareholders depends on the approval of the general meeting of MEDION AG and the registration of the transfer resolution in the commercial register of MEDION AG. The resolution necessary for the transfer of the shares shall be passed at the general meeting of MEDION AG scheduled for 12 November 2024.

Essen, September 12, 2024

MEDION AG
Management Board

IMMOFINANZ AG: Cash compensation for S IMMO AG's minority shareholders set to EUR 22.05 per share

Ad-hoc announcement 

Vienna, 3 September 2024

IMMOFINANZ AG (“IMMOFINANZ”) announces that, today, IMMOFINANZ as the main shareholder has set the adequate cash compensation to be paid to the minority shareholders of S IMMO AG in the course of the initiated squeeze-out proceedings to EUR 22.05 per share.

PwC Advisory Services GmbH has prepared a valuation report as a basis for determining the cash compensation.

In the course of the squeeze-out proceedings, IMMOFINANZ together with the Management Board of S IMMO AG will submit the joint report pursuant to sec 3 para 1 of the Austrian Squeeze-Out Act (Gesellschafterausschlussgesetz – GesAusG). The accuracy of the joint report as well as the adequacy of the cash compensation are subject to an examination and confirmation by BDO Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft as court-appointed expert.

The squeeze-out shall be resolved upon at an Extraordinary General Meeting of S IMMO AG, which is planned to take place on 14 October 2024. The valuation report, the joint report on the intended squeeze-out pursuant to section 3 para 1 GesAusG and the other compulsory documents will be available on the website of S IMMO AG one month prior to the Extraordinary General Meeting.

On IMMOFINANZ 

IMMOFINANZ is a commercial real estate group whose activities are focused on the office and retail segments of eight core markets in Europe: Austria, Germany, Poland, Czech Republic, Slovakia, Hungary, Romania and the Adriatic region. The core business covers the management and development of properties, whereby IMMOFINANZ relies on its established real estate brands – STOP SHOP (retail), VIVO! (retail) and myhive (office) – and also on complementary products and portfolios that include S IMMO. IMMOFINANZ owns more than 50% of the shares in S IMMO and fully consolidates this company. IMMOFINANZ Group holds roughly 490 properties with a combined value of approximately EUR 8.2 billion. The company is listed on the stock exchanges in Vienna (leading ATX index) and Warsaw. Further information under: https://immofinanz.com