Press Release from June 11, 2025
The sale of the stake in artnet AG (Artnet) has now been completed and the purchase price of almost EUR 20 million for the Artnet shares acquired has been paid to Rüdiger K. Weng and the companies under his control. Weng Fine Art AG (WFA) accounted for EUR 15,187,500 of this amount.
WFA will use the high cash inflow primarily to reduce its bank liabilities and, as a result, will terminate its cooperation with three banks for the time being in the coming months. This will reduce the number of financing partners to three or four banks in the near future. The management plans to invest the remaining part of the income in the development of promising new business areas, among other things. The Management Board will provide details on this later this year.
WFA CEO Rüdiger K. Weng comments on discussions about a potentially even higher takeover price for Artnet shareholders as follows: "In my view, speculation about a possibly higher consideration for the shareholders as part of the takeover process is absurd. Beowolff Capital is likely to have already acquired or been promised more than 70% of the shares by now, so there is no longer any room for any promising counteroffer from any side."
Rüdiger K. Weng's opinion on hopes of a higher price in a possible squeeze-out procedure is as follows: "Hans Neuendorf and Family & Friends have continuously drawn on the assets and income of Artnet for over two decades until both the equity and the cash holdings were completely depleted. Without a capital injection from outside, Artnet would probably have had to file for insolvency within the next few weeks or months. Against this background, the purchase price of EUR 11.25 per share that I negotiated is already optimized and can only be justified by Artnet's very valuable brand and its wealth of data. In contrast, I expect the figures for the operations in 2024 and 2025, which will be published soon, will look catastrophic. Against this background, I consider it extremely unlikely that an even higher price could be achieved in a possible squeeze-out. WFA and I have therefore decided to sell all our shares to Beowolff Capital. However, it is possible that WFA will acquire a stake in the company resulting from the merger of Artnet and Artsy at a later date."
About Weng Fine Art
Weng Fine Art AG (WFA) is a leading art trading company in Europe. The company, based in Monheim am Rhein, was founded in 1994 by Rüdiger K. Weng and has been the only art trading company in Europe listed on the stock exchange since 2012. With currently three business divisions and a team of art, finance and digital experts, the company serves customers all over the world. The company focuses on trading works by internationally renowned 20th and 21st century artists such as Pablo Picasso, Henri Matisse, Edvard Munch, Emil Nolde, Ernst Ludwig Kirchner, Wassily Kandinsky, Andy Warhol, Gerhard Richter, Joseph Beuys, Ai Weiwei, Damien Hirst and Robert Longo.
Weng Fine Art currently concentrates on the business-to-business sector and supplies the major international auction houses as well as renowned dealers and galleries. With its Swiss subsidiary ArtXX AG, WFA operates an e-commerce business for limited serial artworks by the most important contemporary artists under the “Weng Contemporary” brand.
Together with partners from the financial and technology industry, Weng Art Invest is involved in the development of the digital art market based on blockchain technology in order to facilitate access to the art market for collectors and investors and to create transparency for art as an asset class. Further information can be found at: www.wengfineart.com
11 June 2025
Cliq Digital AG: No tender offer by Dylan Media – Request to add resolution on repurchase offer and decrease of the Company's share capital to the AGM agenda
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Dusseldorf, 11 June 2025 – Today, Cliq Digital AG ("Company") was informed by Dylan Media B.V. ("Dylan Media") that Dylan Media will no longer pursue its previously considered public partial tender offer to the Company's shareholders. Dylan Media further informed the Company that it currently holds around 19.1% of the Company's shares ("Shares") and has entered into purchase agreements relating to further 21.2% of the Shares, thereby increasing Dylan Media's total shareholding to around 40.3% of the Company's share capital.
Dylan Media has further informed the Company about its decision to submit a request to add an agenda item to the Company's upcoming annual general meeting ("AGM 2025") relating to the implementation of a public partial share repurchase offer by the Company to all shareholders of the Company to acquire up to 2,060,000 Shares, corresponding to around 31.65% of the Company's share capital, in exchange for a consideration of EUR 6.06 per Share (representing the volume-weighted average price of the Shares of the six-month period preceding the date hereof plus a 15% premium) ("Potential Partial Repurchase Offer"), combined with a decrease of the Company's share capital by redemption of the Shares to be acquired under the Potential Partial Repurchase Offer. Moreover, Dylan Media informed the Company that it would reserve the right to amend its voting proposal until the AGM 2025 reflecting, in particular, financial information expected to be published before the AGM 2025. Dylan Media also informed the Company that it would irrevocably and unconditionally undertake not to accept the Potential Partial Repurchase Offer for any Shares held by it.
Given the significant changes to the Company’s shareholder structure, the limited demand and liquidity of the Shares, and the capital market no longer being the most viable option for the Company's financing, while facing substantial ongoing listing obligations, expenses and opportunity costs, the Company continues to consider a delisting of the Shares from all stock exchanges to be in the interest and as the right course of action for the Company and intends to decide on a delisting after completion of the Potential Partial Repurchase Offer. The Company will inform the shareholders and the capital market on the result of the Potential Partial Repurchase Offer and the further considerations with regard to a delisting in due course.
Dusseldorf, 11 June 2025 – Today, Cliq Digital AG ("Company") was informed by Dylan Media B.V. ("Dylan Media") that Dylan Media will no longer pursue its previously considered public partial tender offer to the Company's shareholders. Dylan Media further informed the Company that it currently holds around 19.1% of the Company's shares ("Shares") and has entered into purchase agreements relating to further 21.2% of the Shares, thereby increasing Dylan Media's total shareholding to around 40.3% of the Company's share capital.
Dylan Media has further informed the Company about its decision to submit a request to add an agenda item to the Company's upcoming annual general meeting ("AGM 2025") relating to the implementation of a public partial share repurchase offer by the Company to all shareholders of the Company to acquire up to 2,060,000 Shares, corresponding to around 31.65% of the Company's share capital, in exchange for a consideration of EUR 6.06 per Share (representing the volume-weighted average price of the Shares of the six-month period preceding the date hereof plus a 15% premium) ("Potential Partial Repurchase Offer"), combined with a decrease of the Company's share capital by redemption of the Shares to be acquired under the Potential Partial Repurchase Offer. Moreover, Dylan Media informed the Company that it would reserve the right to amend its voting proposal until the AGM 2025 reflecting, in particular, financial information expected to be published before the AGM 2025. Dylan Media also informed the Company that it would irrevocably and unconditionally undertake not to accept the Potential Partial Repurchase Offer for any Shares held by it.
Given the significant changes to the Company’s shareholder structure, the limited demand and liquidity of the Shares, and the capital market no longer being the most viable option for the Company's financing, while facing substantial ongoing listing obligations, expenses and opportunity costs, the Company continues to consider a delisting of the Shares from all stock exchanges to be in the interest and as the right course of action for the Company and intends to decide on a delisting after completion of the Potential Partial Repurchase Offer. The Company will inform the shareholders and the capital market on the result of the Potential Partial Repurchase Offer and the further considerations with regard to a delisting in due course.
Tender Offer for shares of Pharma SGP Holding SE
BIDDER SECTION 10 WPÜG ANNOUNCEMENT
– Convenience Translation –
(Only the German version is legally binding)
THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT INTENDED FOR PUBLICATION, DISTRIBUTION OR TRANSMISSION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY COUNTRY WHERE SUCH PUBLICATION, DISTRIBUTION OR TRANSMISSION WOULD BE VIOLATING THE RELEVANT LEGAL PROVISIONS OF SUCH COUNTRY.
Publication of the decision to make a public delisting tender offer (öffentliches Delisting-Erwerbsangebot) pursuant to Section 10 paras. 1 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) in conjunction with Section 39 para. 2 sent. 3 no. 1 of the German Stock Exchange Act (Börsengesetz – BörsG)
Bidder:
FUTRUE GmbH
Am Haag 14
82166 Gräfelfing
Germany
registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 173092
Target:
PharmaSGP Holding SE
Lochhamer Schlag 1
82166 Gräfelfing
Germany
registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 255684
ISIN: DE000A2P4LJ5
WKN: A2P4LJ
Today, FUTRUE GmbH (the “Bidder”) decided to make a public delisting tender offer (öffentliches Delisting-Erwerbsangebot) to the shareholders of PharmaSGP Holding SE (“PharmaSGP”) for the acquisition of all no-par value bearer shares (auf den Inhaber lautende Stückaktien) in PharmaSGP (ISIN DE000A2P4LJ5), each share representing a proportionate amount of EUR 1.00 of the share capital of PharmaSGP (each a “PharmaSGP Share”), which are not directly held by the Bidder, against payment of a cash consideration of EUR 28.00 per PharmaSGP Share (the “Delisting Offer”). The offer price for the Delisting Offer will thus exceed the volume-weighted average share price of the PharmaSGP Shares during the last six months prior to today. The Delisting Offer will not be subject to any closing conditions.
Furthermore, PharmaSGP and the Bidder today entered into a delisting agreement pursuant to which PharmaSGP agreed, amongst others, subject to customary conditions, to support a delisting of PharmaSGP by applying for the revocation of the admission to trading of all PharmaSGP Shares on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange prior to the expiration of the acceptance period of the Delisting Offer. PharmaSGP further undertook in the delisting agreement not to tender the PharmaSGP Shares held by PharmaSGP as treasury shares, corresponding to approximately 4.06% of PharmaSGP’s share capital, into the Delisting Offer.
To offer to PharmaSGP shareholders the aforementioned offer price of EUR 28.00 per PharmaSGP Share without any deduction for dividends received prior to settlement of the Delisting Offer, the Bidder intends to only resolve a statutory minimum dividend of EUR 0.05 per PharmaSGP Share in the upcoming annual general meeting of PharmaSGP.
The Bidder already holds a participation of approximately 82.09% in PharmaSGP’s share capital. Together with voting rights pertaining to further PharmaSGP Shares held by MVH Beteiligungs- und Beratungs-GmbH (“MVH”) which are attributed to the Bidder as a result of a voting agreement with MVH, the Bidder currently controls the voting of PharmaSGP Shares in the aggregate amount of approximately 89.93% of PharmaSGP’s share capital. This corresponds to approximately 93.74% of the share capital and voting rights after deduction of PharmaSGP Shares held by PharmaSGP as treasury shares.
The Bidder hereby announces its firm intention to perform a squeeze-out of the minority shareholders of PharmaSGP in the meaning of Section 327a of the German Stock Corporation Act (Aktiengesetz) (as the case may be, in conjunction with Section 62 para. 5 of the German Transformation Act (Umwandlungsgesetz)) following the settlement of the Delisting Offer and subsequently to enter into a profit and loss transfer agreement (Gewinnabführungsvertrag) in the meaning of Section 291 para. 1 of the German Stock Corporation Act (Aktiengesetz) with PharmaSGP as subordinated enterprise, in each case in cooperation with MVH. It is currently intended that an extraordinary general meeting of PharmaSGP to be held later in 2025 resolves on such squeeze-out.
The offer document for the Delisting Offer (in German, along with a non-binding English translation) containing the detailed terms of the Delisting Offer, as well as further information relating thereto, will be published by the Bidder following clearance by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) at www.futrue-offer.com.
The Delisting Offer will be made subject to the terms set out in the offer document for the Delisting Offer. However, the Bidder reserves the right, to the extent permissible by law, to deviate in the offer document from the above-described parameters.
Important Notice:
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in PharmaSGP Holding SE. The Delisting Offer itself as well as its definite terms and further provisions concerning the Delisting Offer, will be published in the offer document following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) to publish the offer document. The Bidder reserves the right to deviate from the key data presented here in the final terms of the Delisting Offer to the extent legally permissible. Investors and holders of shares in PharmaSGP Holding SE are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Delisting Offer when they become available, as they will contain important information.
The Delisting Offer will be published exclusively pursuant to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Delisting Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws. Investors and holders of shares in PharmaSGP Holding SE cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no offer will be made, directly or indirectly, in any jurisdiction in which such offer would constitute a violation of the relevant national law.
To the extent permissible under applicable law, the Bidder reserves the right, to purchase additional shares in PharmaSGP Holding SE, directly or indirectly, outside of the Delisting Offer, on or outside the stock exchange. Any such purchases or arrangements will be made in compliance with applicable law. To the extent such acquisitions occur, information about them, including the number of, and the price for, the acquired shares in PharmaSGP Holding SE will be published without undue delay, if and to the extent required under the applicable statutory provisions.
To the extent that this announcement contains forward-looking statements, they are not statements of fact and are identified by the words “intend”, “will” and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder and the persons acting jointly with it. Such forward-looking statements are based on current plans, estimates and projections made by the Bidder and the persons acting jointly with it to the best of their knowledge, but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting jointly with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder’s control or the control of the persons acting jointly with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting jointly with it will change their intentions and estimates stated in documents or notifications or in the offer document yet to be published after publication of the documents, notifications or the offer document.
Gräfelfing, June 10, 2025
FUTRUE GmbH
– Convenience Translation –
(Only the German version is legally binding)
THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT INTENDED FOR PUBLICATION, DISTRIBUTION OR TRANSMISSION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY COUNTRY WHERE SUCH PUBLICATION, DISTRIBUTION OR TRANSMISSION WOULD BE VIOLATING THE RELEVANT LEGAL PROVISIONS OF SUCH COUNTRY.
Publication of the decision to make a public delisting tender offer (öffentliches Delisting-Erwerbsangebot) pursuant to Section 10 paras. 1 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) in conjunction with Section 39 para. 2 sent. 3 no. 1 of the German Stock Exchange Act (Börsengesetz – BörsG)
Bidder:
FUTRUE GmbH
Am Haag 14
82166 Gräfelfing
Germany
registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 173092
Target:
PharmaSGP Holding SE
Lochhamer Schlag 1
82166 Gräfelfing
Germany
registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 255684
ISIN: DE000A2P4LJ5
WKN: A2P4LJ
Today, FUTRUE GmbH (the “Bidder”) decided to make a public delisting tender offer (öffentliches Delisting-Erwerbsangebot) to the shareholders of PharmaSGP Holding SE (“PharmaSGP”) for the acquisition of all no-par value bearer shares (auf den Inhaber lautende Stückaktien) in PharmaSGP (ISIN DE000A2P4LJ5), each share representing a proportionate amount of EUR 1.00 of the share capital of PharmaSGP (each a “PharmaSGP Share”), which are not directly held by the Bidder, against payment of a cash consideration of EUR 28.00 per PharmaSGP Share (the “Delisting Offer”). The offer price for the Delisting Offer will thus exceed the volume-weighted average share price of the PharmaSGP Shares during the last six months prior to today. The Delisting Offer will not be subject to any closing conditions.
Furthermore, PharmaSGP and the Bidder today entered into a delisting agreement pursuant to which PharmaSGP agreed, amongst others, subject to customary conditions, to support a delisting of PharmaSGP by applying for the revocation of the admission to trading of all PharmaSGP Shares on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange prior to the expiration of the acceptance period of the Delisting Offer. PharmaSGP further undertook in the delisting agreement not to tender the PharmaSGP Shares held by PharmaSGP as treasury shares, corresponding to approximately 4.06% of PharmaSGP’s share capital, into the Delisting Offer.
To offer to PharmaSGP shareholders the aforementioned offer price of EUR 28.00 per PharmaSGP Share without any deduction for dividends received prior to settlement of the Delisting Offer, the Bidder intends to only resolve a statutory minimum dividend of EUR 0.05 per PharmaSGP Share in the upcoming annual general meeting of PharmaSGP.
The Bidder already holds a participation of approximately 82.09% in PharmaSGP’s share capital. Together with voting rights pertaining to further PharmaSGP Shares held by MVH Beteiligungs- und Beratungs-GmbH (“MVH”) which are attributed to the Bidder as a result of a voting agreement with MVH, the Bidder currently controls the voting of PharmaSGP Shares in the aggregate amount of approximately 89.93% of PharmaSGP’s share capital. This corresponds to approximately 93.74% of the share capital and voting rights after deduction of PharmaSGP Shares held by PharmaSGP as treasury shares.
The Bidder hereby announces its firm intention to perform a squeeze-out of the minority shareholders of PharmaSGP in the meaning of Section 327a of the German Stock Corporation Act (Aktiengesetz) (as the case may be, in conjunction with Section 62 para. 5 of the German Transformation Act (Umwandlungsgesetz)) following the settlement of the Delisting Offer and subsequently to enter into a profit and loss transfer agreement (Gewinnabführungsvertrag) in the meaning of Section 291 para. 1 of the German Stock Corporation Act (Aktiengesetz) with PharmaSGP as subordinated enterprise, in each case in cooperation with MVH. It is currently intended that an extraordinary general meeting of PharmaSGP to be held later in 2025 resolves on such squeeze-out.
The offer document for the Delisting Offer (in German, along with a non-binding English translation) containing the detailed terms of the Delisting Offer, as well as further information relating thereto, will be published by the Bidder following clearance by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) at www.futrue-offer.com.
The Delisting Offer will be made subject to the terms set out in the offer document for the Delisting Offer. However, the Bidder reserves the right, to the extent permissible by law, to deviate in the offer document from the above-described parameters.
Important Notice:
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in PharmaSGP Holding SE. The Delisting Offer itself as well as its definite terms and further provisions concerning the Delisting Offer, will be published in the offer document following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) to publish the offer document. The Bidder reserves the right to deviate from the key data presented here in the final terms of the Delisting Offer to the extent legally permissible. Investors and holders of shares in PharmaSGP Holding SE are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Delisting Offer when they become available, as they will contain important information.
The Delisting Offer will be published exclusively pursuant to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Delisting Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws. Investors and holders of shares in PharmaSGP Holding SE cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no offer will be made, directly or indirectly, in any jurisdiction in which such offer would constitute a violation of the relevant national law.
To the extent permissible under applicable law, the Bidder reserves the right, to purchase additional shares in PharmaSGP Holding SE, directly or indirectly, outside of the Delisting Offer, on or outside the stock exchange. Any such purchases or arrangements will be made in compliance with applicable law. To the extent such acquisitions occur, information about them, including the number of, and the price for, the acquired shares in PharmaSGP Holding SE will be published without undue delay, if and to the extent required under the applicable statutory provisions.
To the extent that this announcement contains forward-looking statements, they are not statements of fact and are identified by the words “intend”, “will” and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder and the persons acting jointly with it. Such forward-looking statements are based on current plans, estimates and projections made by the Bidder and the persons acting jointly with it to the best of their knowledge, but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting jointly with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder’s control or the control of the persons acting jointly with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting jointly with it will change their intentions and estimates stated in documents or notifications or in the offer document yet to be published after publication of the documents, notifications or the offer document.
Gräfelfing, June 10, 2025
FUTRUE GmbH
10 June 2025
PharmaSGP Holding SE: Conclusion of a delisting agreement and announcement of a delisting tender offer by FUTRUE GmbH
Publication of inside information pursuant to Art. 17 para. 1 of Regulation (EU) 596/2014
Gräfelfing, June 10, 2025. Today, PharmaSGP Holding SE (ISIN DE000A2P4LJ5 / WKN A2P4LJ) (“PharmaSGP”) entered into a delisting agreement (the “Delisting Agreement”) with its majority shareholder, FUTRUE GmbH (the “Bidder”). Pursuant to the Delisting Agreement, the Bidder undertook to make an unconditional public delisting tender offer (öffentliches Delisting-Erwerbsangebot) to the shareholders of PharmaSGP to acquire all shares in PharmaSGP not already held by the Bidder for a cash consideration of EUR 28.00 per PharmaSGP Share (the “Delisting Offer”). The offer price for the Delisting Offer will thus exceed the volume-weighted average share price of the PharmaSGP Shares during the last six months prior to today.
Under the Delisting Agreement, PharmaSGP agreed, amongst others, subject to customary conditions, to support a delisting of PharmaSGP by applying for the revocation of the admission to trading of all PharmaSGP Shares on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange prior to the expiration of the acceptance period of the Delisting Offer. PharmaSGP further undertook in the delisting agreement not to tender the PharmaSGP Shares held by PharmaSGP as treasury shares, corresponding to approximately 4.06% of PharmaSGP’s share capital, into the Delisting Offer.
The Bidder already holds a participation of approximately 82.09% in PharmaSGP’s share capital. Together with voting rights pertaining to further PharmaSGP Shares held by MVH Beteiligungs- und Beratungs-GmbH (“MVH”) which are attributed to the Bidder as a result of a voting agreement with MVH, the Bidder currently controls the voting of PharmaSGP Shares in the amount of approximately 89.93% of PharmaSGP’s share capital. This corresponds to approximately 93.74% of the share capital and voting rights after deduction of PharmaSGP Shares held by PharmaSGP as treasury shares.
As a consequence of PharmaSGP’s ownership structure and the limited free float of the PharmaSGP Shares, PharmaSGP believes that equity financing through public capital markets is neither economically viable nor practically achievable. This is also reflected in the decline of the analyst coverage of the PharmaSGP Shares. The listing therefore no longer provides meaningful benefits to PharmaSGP but remains a regulatory burden that entails substantial administrative costs. A delisting of PharmaSGP will significantly reduce the regulatory burden and administration costs due to less stringent legal requirements applying to non-listed companies. Against this background, the management board and the supervisory board of PharmaSGP believe that it is in the best interest of PharmaSGP to pursue the termination of the listing of its shares based on the Delisting Offer as agreed in the Delisting Agreement.
To offer to shareholders of PharmaSGP the aforementioned offer price of EUR 28.00 per PharmaSGP Share without any deduction for dividends received prior to the settlement of the Delisting Offer, the Bidder has informed PharmaSGP that it intends to only resolve a minimum dividend of EUR 0.05 per PharmaSGP Share in the upcoming annual general meeting of PharmaSGP.
In connection with the Delisting Agreement, the Bidder has also communicated to PharmaSGP its firm intention to perform a squeeze-out of the minority shareholders of PharmaSGP in the meaning of Section 327a of the German Stock Corporation Act (Aktiengesetz) (as the case may be, in conjunction with Section 62 para. 5 of the German Transformation Act (Umwandlungsgesetz)) following the settlement of the Delisting Offer and subsequently to enter into a profit and loss transfer agreement (Gewinnabführungsvertrag) in the meaning of Section 291 para. 1 of the German Stock Corporation Act (Aktiengesetz) with PharmaSGP as subordinated enterprise, in each case in coordination with MVH. It is currently intended that an extraordinary general meeting of PharmaSGP to be held later in 2025 resolves on such squeeze-out.
The management board and the supervisory board of PharmaSGP will carefully review the offer document for the Delisting Offer after its publication by the Bidder and issue a reasoned statement in accordance with Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz).
Gräfelfing, June 10, 2025. Today, PharmaSGP Holding SE (ISIN DE000A2P4LJ5 / WKN A2P4LJ) (“PharmaSGP”) entered into a delisting agreement (the “Delisting Agreement”) with its majority shareholder, FUTRUE GmbH (the “Bidder”). Pursuant to the Delisting Agreement, the Bidder undertook to make an unconditional public delisting tender offer (öffentliches Delisting-Erwerbsangebot) to the shareholders of PharmaSGP to acquire all shares in PharmaSGP not already held by the Bidder for a cash consideration of EUR 28.00 per PharmaSGP Share (the “Delisting Offer”). The offer price for the Delisting Offer will thus exceed the volume-weighted average share price of the PharmaSGP Shares during the last six months prior to today.
Under the Delisting Agreement, PharmaSGP agreed, amongst others, subject to customary conditions, to support a delisting of PharmaSGP by applying for the revocation of the admission to trading of all PharmaSGP Shares on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange prior to the expiration of the acceptance period of the Delisting Offer. PharmaSGP further undertook in the delisting agreement not to tender the PharmaSGP Shares held by PharmaSGP as treasury shares, corresponding to approximately 4.06% of PharmaSGP’s share capital, into the Delisting Offer.
The Bidder already holds a participation of approximately 82.09% in PharmaSGP’s share capital. Together with voting rights pertaining to further PharmaSGP Shares held by MVH Beteiligungs- und Beratungs-GmbH (“MVH”) which are attributed to the Bidder as a result of a voting agreement with MVH, the Bidder currently controls the voting of PharmaSGP Shares in the amount of approximately 89.93% of PharmaSGP’s share capital. This corresponds to approximately 93.74% of the share capital and voting rights after deduction of PharmaSGP Shares held by PharmaSGP as treasury shares.
As a consequence of PharmaSGP’s ownership structure and the limited free float of the PharmaSGP Shares, PharmaSGP believes that equity financing through public capital markets is neither economically viable nor practically achievable. This is also reflected in the decline of the analyst coverage of the PharmaSGP Shares. The listing therefore no longer provides meaningful benefits to PharmaSGP but remains a regulatory burden that entails substantial administrative costs. A delisting of PharmaSGP will significantly reduce the regulatory burden and administration costs due to less stringent legal requirements applying to non-listed companies. Against this background, the management board and the supervisory board of PharmaSGP believe that it is in the best interest of PharmaSGP to pursue the termination of the listing of its shares based on the Delisting Offer as agreed in the Delisting Agreement.
To offer to shareholders of PharmaSGP the aforementioned offer price of EUR 28.00 per PharmaSGP Share without any deduction for dividends received prior to the settlement of the Delisting Offer, the Bidder has informed PharmaSGP that it intends to only resolve a minimum dividend of EUR 0.05 per PharmaSGP Share in the upcoming annual general meeting of PharmaSGP.
In connection with the Delisting Agreement, the Bidder has also communicated to PharmaSGP its firm intention to perform a squeeze-out of the minority shareholders of PharmaSGP in the meaning of Section 327a of the German Stock Corporation Act (Aktiengesetz) (as the case may be, in conjunction with Section 62 para. 5 of the German Transformation Act (Umwandlungsgesetz)) following the settlement of the Delisting Offer and subsequently to enter into a profit and loss transfer agreement (Gewinnabführungsvertrag) in the meaning of Section 291 para. 1 of the German Stock Corporation Act (Aktiengesetz) with PharmaSGP as subordinated enterprise, in each case in coordination with MVH. It is currently intended that an extraordinary general meeting of PharmaSGP to be held later in 2025 resolves on such squeeze-out.
The management board and the supervisory board of PharmaSGP will carefully review the offer document for the Delisting Offer after its publication by the Bidder and issue a reasoned statement in accordance with Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz).
04 June 2025
Biotest AG: Delisting of Biotest shares from the Frankfurt Stock Exchange with effect from 6 June 2025
Ad-hoc RELEASE
Announcement according to Article 17 European Market Abuse Regulation (MAR)
Dreieich, 03 June 2025. The Frankfurt Stock Exchange today informed Biotest AG that it has approved the company's application to revoke the admission of Biotest shares (ordinary shares of Biotest AG: ISIN°DE0005227201, Biotest AG preference shares: ISIN DE0005227235) from trading on the regulated market of the Frankfurt Stock Exchange and in the segment of the regulated market with additional post-admission requirements (Prime Standard).
In accordance with the end of the acceptance period specified in the offer document for the public delisting offer by Grifols Biotest Holdings GmbH, the delisting will take effect at the end of 6 June 2025.
After this date, the shares of Biotest AG will no longer be traded on the Frankfurt Stock Exchange and the additional listing requirements will no longer apply.
Biotest Aktiengesellschaft
Board of Management
Announcement according to Article 17 European Market Abuse Regulation (MAR)
Dreieich, 03 June 2025. The Frankfurt Stock Exchange today informed Biotest AG that it has approved the company's application to revoke the admission of Biotest shares (ordinary shares of Biotest AG: ISIN°DE0005227201, Biotest AG preference shares: ISIN DE0005227235) from trading on the regulated market of the Frankfurt Stock Exchange and in the segment of the regulated market with additional post-admission requirements (Prime Standard).
In accordance with the end of the acceptance period specified in the offer document for the public delisting offer by Grifols Biotest Holdings GmbH, the delisting will take effect at the end of 6 June 2025.
After this date, the shares of Biotest AG will no longer be traded on the Frankfurt Stock Exchange and the additional listing requirements will no longer apply.
Biotest Aktiengesellschaft
Board of Management
28 May 2025
Beowolff Capital Announces to Launch Voluntary Public Takeover and Delisting Offer for artnet AG
Press Release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION
- The Offer is based on an investment and delisting agreement entered into today between Beowolff Capital and artnet which sets forth the joint strategy for artnet in a private ownership setting
- Offer provides for an all-cash consideration of €11.25 per artnet share, representing a significant premium of c. 97% to the undistorted XETRA closing share price of artnet on March 3, 2025
- Beowolff Capital has already secured a stake of 65% of artnet’s entire share capital
- Envisaged transaction would establish Beowolff Capital as a premier investment entity that aims to expand the art market among both buyers and sellers
- Shareholders of artnet have the opportunity for immediate value crystallization by tendering their shares into the takeover offer with a significant premium before the delisting
- artnet’s Management Board and Supervisory Board welcome the offer and appreciate Beowolff Capital’s decision to support artnet’s long-term development in a private ownership setting with a stable, long-term shareholder
Berlin, Germany/New York, USA/London, U.K. – May 27, 2025: SCUR-Alpha 1849 GmbH (in future: Leonardo Art Holdings GmbH), an investment vehicle advised by Beowolff Capital Management Ltd. (collectively, “Beowolff Capital”), today signed an investment and delisting agreement with artnet AG (“artnet”) and published its intention to launch a voluntary public takeover and delisting offer (the “Offer”) for artnet. Beowolff Capital offers artnet shareholders €11.25 in cash per artnet share (the “Offer Price”). The Offer Price implies a significant premium of c. 97% to the XETRA closing share price of artnet on March 3, 2025, the last trading day prior to the publication of an ad-hoc notification of artnet’s major shareholder Weng Fine Art AG about a potential takeover offer for artnet by an interested party for an offer price of €11.00, and c. 56% to the volume weighted share price of €7.20 in the three-month period preceding such date. It further implies a premium of c. 38% to the XETRA closing share price of artnet on April 10, 2025, the last trading day prior to the publication of an ad-hoc publication of artnet about ongoing negotiations about a potential takeover offer for artnet for an offer price of at least €11.00.
artnet is a leading data, media, and digital marketplace provider to the international art market. Founded in 1989 by Hans Neuendorf, artnet has revolutionized the way collectors, professionals, and art market enthusiasts discover, research, and collect art today. artnet has 67 million unique users annually, making it the largest global platform for fine art.
Beowolff Capital is a private investment firm which combines long-term, value-added partner capital with its own balance sheet and founder capital to take substantial positions in a highly concentrated portfolio of investments. It employs its proprietary digital, data, and artificial intelligence capabilities to grow its companies, generate substantial investment returns, and make the world a better place.
The Offer for artnet follows Beowolff Capital’s recent majority investment in Artsy, the largest online marketplace for discovering and buying fine art. These two transactions are foundational steps toward the creation of a portfolio of market-leading companies to enhance scale and drive collaboration and profitability.
Andrew Wolff, Chief Executive Officer of Beowolff Capital, said: “The digital art market is ripe for accelerated innovation. Through our growing portfolio of control investments in market-leading companies, we are building a symbiotic ecosystem powered by shared artificial intelligence tools. Our platform will deliver next-generation products, better serve all market participants, and make art more accessible to everyone.”
Through the proposed transaction Beowolff Capital would enable artnet in a private ownership setting to enhance its strong commercial proposition to its customers and deepen the competitive position of its database, media, and marketplace business lines.
Jan Petzel, Chief Investment Officer of Beowolff Capital, added: “artnet represents a compelling opportunity that aligns perfectly with our goal of building an interconnected art market. The strength of the artnet brand and scale of its global reach are significant, and we intend to further develop and enhance its value proposition.”
Jacob Pabst, Chief Executive Officer of artnet, stated: “This transaction comes at a pivotal moment for artnet’s innovation and product development. I am deeply proud of the artnet team, whose dedication and hard work have been instrumental in driving our global expansion. It’s incredibly rewarding to see their efforts recognized, as this will finally allow us to accelerate the initiatives they have worked so hard to build. Beowolff Capital’s long-standing support of artnet gives me confidence in their commitment and optimism for our partnership. We believe that the proposed transaction offers our customers new opportunities to strengthen their businesses and deepen their patronage of the arts.”
Furthermore, both the Management Board and Supervisory Board of artnet welcome the Offer and appreciate the constructive dialogue with Beowolff Capital. They believe that it presents an opportunity to support the company’s long-term development in a more stable, private environment, while also offering artnet’s shareholders an opportunity to crystallize the value of their investment.
Key transaction details
Beowolff Capital will finance the Offer on an all-equity basis and does not require external financing or debt. Beowolff Capital has already secured a stake of 65% in artnet's entire share capital through irrevocable undertakings and share purchase agreements, including with Weng Fine Art AG.
In addition, Beowolff Capital and artnet are convinced that artnet would be best positioned in a private ownership setting with a stable, long-term shareholder. This would allow it to accelerate its business strategy away from the volatility and costs of a public market listing and short-term earnings pressures. In connection with the offer announcement, Beowolff Capital and artnet have today entered into an investment and delisting agreement. In this agreement, Beowolff Capital and artnet have agreed that, subject to customary conditions and caveats, artnet will support the Offer, apply for the revocation of the admission of the artnet shares to trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with effect as of the end of the additional acceptance period of the Offer (Delisting), and take all commercially reasonable steps and measures to terminate the inclusion of the artnet shares in trading on the open market. This may result in a very limited liquidity and price availability for artnet shares. The delisting from the regulated market will also terminate artnet’s comprehensive financial reporting obligations and capital market publication requirements. Prior to the delisting, shareholders of artnet have the opportunity for value crystallisation by tendering their shares into the Offer.
Next steps
The Offer will not be subject to any conditions and otherwise be made on, and subject to, the terms set out in the offer document for the Offer (“Offer Document”), which is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). Following such approval by BaFin, the Offer Document will be published in accordance with the German Stock Exchange Act (Börsengesetz) and the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the acceptance period of the Offer will commence. The Offer Document (once available) and other information relating to the Offer will be published on the following website: www.leonardo-offer.com.
Advisors
Beowolff Capital is advised by ParkView Partners as exclusive financial advisor and Kirkland & Ellis as legal advisor on this transaction. artnet is advised by Noerr as legal advisor on this transaction.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION
- The Offer is based on an investment and delisting agreement entered into today between Beowolff Capital and artnet which sets forth the joint strategy for artnet in a private ownership setting
- Offer provides for an all-cash consideration of €11.25 per artnet share, representing a significant premium of c. 97% to the undistorted XETRA closing share price of artnet on March 3, 2025
- Beowolff Capital has already secured a stake of 65% of artnet’s entire share capital
- Envisaged transaction would establish Beowolff Capital as a premier investment entity that aims to expand the art market among both buyers and sellers
- Shareholders of artnet have the opportunity for immediate value crystallization by tendering their shares into the takeover offer with a significant premium before the delisting
- artnet’s Management Board and Supervisory Board welcome the offer and appreciate Beowolff Capital’s decision to support artnet’s long-term development in a private ownership setting with a stable, long-term shareholder
Berlin, Germany/New York, USA/London, U.K. – May 27, 2025: SCUR-Alpha 1849 GmbH (in future: Leonardo Art Holdings GmbH), an investment vehicle advised by Beowolff Capital Management Ltd. (collectively, “Beowolff Capital”), today signed an investment and delisting agreement with artnet AG (“artnet”) and published its intention to launch a voluntary public takeover and delisting offer (the “Offer”) for artnet. Beowolff Capital offers artnet shareholders €11.25 in cash per artnet share (the “Offer Price”). The Offer Price implies a significant premium of c. 97% to the XETRA closing share price of artnet on March 3, 2025, the last trading day prior to the publication of an ad-hoc notification of artnet’s major shareholder Weng Fine Art AG about a potential takeover offer for artnet by an interested party for an offer price of €11.00, and c. 56% to the volume weighted share price of €7.20 in the three-month period preceding such date. It further implies a premium of c. 38% to the XETRA closing share price of artnet on April 10, 2025, the last trading day prior to the publication of an ad-hoc publication of artnet about ongoing negotiations about a potential takeover offer for artnet for an offer price of at least €11.00.
artnet is a leading data, media, and digital marketplace provider to the international art market. Founded in 1989 by Hans Neuendorf, artnet has revolutionized the way collectors, professionals, and art market enthusiasts discover, research, and collect art today. artnet has 67 million unique users annually, making it the largest global platform for fine art.
Beowolff Capital is a private investment firm which combines long-term, value-added partner capital with its own balance sheet and founder capital to take substantial positions in a highly concentrated portfolio of investments. It employs its proprietary digital, data, and artificial intelligence capabilities to grow its companies, generate substantial investment returns, and make the world a better place.
The Offer for artnet follows Beowolff Capital’s recent majority investment in Artsy, the largest online marketplace for discovering and buying fine art. These two transactions are foundational steps toward the creation of a portfolio of market-leading companies to enhance scale and drive collaboration and profitability.
Andrew Wolff, Chief Executive Officer of Beowolff Capital, said: “The digital art market is ripe for accelerated innovation. Through our growing portfolio of control investments in market-leading companies, we are building a symbiotic ecosystem powered by shared artificial intelligence tools. Our platform will deliver next-generation products, better serve all market participants, and make art more accessible to everyone.”
Through the proposed transaction Beowolff Capital would enable artnet in a private ownership setting to enhance its strong commercial proposition to its customers and deepen the competitive position of its database, media, and marketplace business lines.
Jan Petzel, Chief Investment Officer of Beowolff Capital, added: “artnet represents a compelling opportunity that aligns perfectly with our goal of building an interconnected art market. The strength of the artnet brand and scale of its global reach are significant, and we intend to further develop and enhance its value proposition.”
Jacob Pabst, Chief Executive Officer of artnet, stated: “This transaction comes at a pivotal moment for artnet’s innovation and product development. I am deeply proud of the artnet team, whose dedication and hard work have been instrumental in driving our global expansion. It’s incredibly rewarding to see their efforts recognized, as this will finally allow us to accelerate the initiatives they have worked so hard to build. Beowolff Capital’s long-standing support of artnet gives me confidence in their commitment and optimism for our partnership. We believe that the proposed transaction offers our customers new opportunities to strengthen their businesses and deepen their patronage of the arts.”
Furthermore, both the Management Board and Supervisory Board of artnet welcome the Offer and appreciate the constructive dialogue with Beowolff Capital. They believe that it presents an opportunity to support the company’s long-term development in a more stable, private environment, while also offering artnet’s shareholders an opportunity to crystallize the value of their investment.
Key transaction details
Beowolff Capital will finance the Offer on an all-equity basis and does not require external financing or debt. Beowolff Capital has already secured a stake of 65% in artnet's entire share capital through irrevocable undertakings and share purchase agreements, including with Weng Fine Art AG.
In addition, Beowolff Capital and artnet are convinced that artnet would be best positioned in a private ownership setting with a stable, long-term shareholder. This would allow it to accelerate its business strategy away from the volatility and costs of a public market listing and short-term earnings pressures. In connection with the offer announcement, Beowolff Capital and artnet have today entered into an investment and delisting agreement. In this agreement, Beowolff Capital and artnet have agreed that, subject to customary conditions and caveats, artnet will support the Offer, apply for the revocation of the admission of the artnet shares to trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with effect as of the end of the additional acceptance period of the Offer (Delisting), and take all commercially reasonable steps and measures to terminate the inclusion of the artnet shares in trading on the open market. This may result in a very limited liquidity and price availability for artnet shares. The delisting from the regulated market will also terminate artnet’s comprehensive financial reporting obligations and capital market publication requirements. Prior to the delisting, shareholders of artnet have the opportunity for value crystallisation by tendering their shares into the Offer.
Next steps
The Offer will not be subject to any conditions and otherwise be made on, and subject to, the terms set out in the offer document for the Offer (“Offer Document”), which is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). Following such approval by BaFin, the Offer Document will be published in accordance with the German Stock Exchange Act (Börsengesetz) and the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the acceptance period of the Offer will commence. The Offer Document (once available) and other information relating to the Offer will be published on the following website: www.leonardo-offer.com.
Advisors
Beowolff Capital is advised by ParkView Partners as exclusive financial advisor and Kirkland & Ellis as legal advisor on this transaction. artnet is advised by Noerr as legal advisor on this transaction.
21 May 2025
innoscripta SE sets final price for IPO at EUR 120.00 per share
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 THIS RELEASE.
Disclosure of inside information acc. to Article 17 MAR
Munich, 21 May 2025 innoscripta SE (the "Company", and together with its consolidated subsidiaries "innoscripta"), a leading provider of a Software-as-a-Service ("SaaS") solution in the application process for research & development ("R&D") tax credits and R&D project management in Germany, has set the final offer price for its initial public offering (the "Offering") at EUR 120.00 per share.
In total, approx. 1.82 million existing shares from the holdings of the founder & CEO Michael Hohenester and Co-CEO & CFO Alexander Meyer (the "Selling Shareholders") were placed in connection with the Offering, comprising approx. 1.58 million existing base shares as well as approx. 0.24 million existing shares provided by the Selling Shareholders in connection with the over-allotment option.
The total placement volume amounts to approximately EUR 218 million, assuming full exercise of the greenshoe option. Based on the final offer price, the Company’s market capitalisation will amount to EUR 1.2 billion. The free float of the Company will amount to approx. 18.2%, assuming full exercise of the greenshoe option.
Trading of the Company's shares on the Scale Segment of the Open Market (Freiverkehr) of the Frankfurt Stock Exchange is expected to commence on May 23, 2025 under the trading symbol “1INN” and the ISIN DE000A40QVM8.
Berenberg acted as Sole Global Coordinator and Joint Bookrunner in connection with the Offering alongside Hauck Aufhäuser and M.M.Warburg & CO who acted as further Joint Bookrunners.
About innoscripta
innoscripta is a leading provider of a Software-as-a-Service solution for research & development ("R&D") tax credits and R&D project management in Germany digitizing all relevant workflows and ensuring compliant documentation for R&D tax credits. The innoscripta platform provides solutions that help customers identify, validate, and manage R&D projects and ensure reliable and compliant documentation for R&D tax credits. The Company currently serves a sticky customer base of more than 1,700 customers who are active in over twenty industries. innoscripta is a founder-led, bootstrapped success story with a strong financial profile. The management team is executing a growth strategy focused on the proven success in Germany with additional upside from internationalization and product expansion.
Munich, 21 May 2025 innoscripta SE (the "Company", and together with its consolidated subsidiaries "innoscripta"), a leading provider of a Software-as-a-Service ("SaaS") solution in the application process for research & development ("R&D") tax credits and R&D project management in Germany, has set the final offer price for its initial public offering (the "Offering") at EUR 120.00 per share.
In total, approx. 1.82 million existing shares from the holdings of the founder & CEO Michael Hohenester and Co-CEO & CFO Alexander Meyer (the "Selling Shareholders") were placed in connection with the Offering, comprising approx. 1.58 million existing base shares as well as approx. 0.24 million existing shares provided by the Selling Shareholders in connection with the over-allotment option.
The total placement volume amounts to approximately EUR 218 million, assuming full exercise of the greenshoe option. Based on the final offer price, the Company’s market capitalisation will amount to EUR 1.2 billion. The free float of the Company will amount to approx. 18.2%, assuming full exercise of the greenshoe option.
Trading of the Company's shares on the Scale Segment of the Open Market (Freiverkehr) of the Frankfurt Stock Exchange is expected to commence on May 23, 2025 under the trading symbol “1INN” and the ISIN DE000A40QVM8.
Berenberg acted as Sole Global Coordinator and Joint Bookrunner in connection with the Offering alongside Hauck Aufhäuser and M.M.Warburg & CO who acted as further Joint Bookrunners.
About innoscripta
innoscripta is a leading provider of a Software-as-a-Service solution for research & development ("R&D") tax credits and R&D project management in Germany digitizing all relevant workflows and ensuring compliant documentation for R&D tax credits. The innoscripta platform provides solutions that help customers identify, validate, and manage R&D projects and ensure reliable and compliant documentation for R&D tax credits. The Company currently serves a sticky customer base of more than 1,700 customers who are active in over twenty industries. innoscripta is a founder-led, bootstrapped success story with a strong financial profile. The management team is executing a growth strategy focused on the proven success in Germany with additional upside from internationalization and product expansion.
17 May 2025
Pulsion Medical Systems SE: MAQUET Medical Systems AG submits squeeze-out request to Pulsion Medical Systems SE
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Feldkirchen, 15 May 2025
MAQUET Medical Systems AG, registered office: Rastatt, Kehler Straße 31, 76437 Rastatt (AG Mannheim HRB 719044), an indirect subsidiary of Getinge AB, Sweden, submitted a request on 15 May 2025 to Pulsion Medical Systems SE, registered office: Feldkirchen, Hans-Riedl-Str. 21, 85622 Feldkirchen (AG Munich HRB 192563), pursuant to Section 327a (1) 1 of the German Stock Corporation Act (AktG), that the General Meeting of Pulsion Medical Systems SE should pass a resolution at an extraordinary General Meeting to transfer the shares of the remaining shareholders of the company (minority shareholders) to MAQUET Medical Systems AG in return for an appropriate cash compensation (a so-called ‘squeeze-out under stock corporation law’). According to its own information, MAQUET Medical Systems AG holds, directly and indirectly, 95.69 % of the share capital of Pulsion Medical Systems SE after deduction of the number of its own shares. It is therefore the main shareholder within the meaning of Section 327a (1) sentence 1 AktG.
The amount of the cash compensation will be communicated in a specific request and published separately as soon as it has been determined by the necessary valuation of Pulsion Medical Systems SE. Subsequently, the general meeting that is to pass the transfer resolution can be convened. This is expected to take place in the fourth quarter of 2025. The squeeze-out under stock corporation law will only become effective once the approving resolution of the general meeting is passed and the transfer resolution is recorded in the commercial register at the registered office of Pulsion Medical Systems SE. Pulsion Medical Systems SE will announce the date of the general meeting that will decide on the squeeze-out under stock corporation law separately.
Pulsion Medical Systems SE
Feldkirchen, 15 May 2025
MAQUET Medical Systems AG, registered office: Rastatt, Kehler Straße 31, 76437 Rastatt (AG Mannheim HRB 719044), an indirect subsidiary of Getinge AB, Sweden, submitted a request on 15 May 2025 to Pulsion Medical Systems SE, registered office: Feldkirchen, Hans-Riedl-Str. 21, 85622 Feldkirchen (AG Munich HRB 192563), pursuant to Section 327a (1) 1 of the German Stock Corporation Act (AktG), that the General Meeting of Pulsion Medical Systems SE should pass a resolution at an extraordinary General Meeting to transfer the shares of the remaining shareholders of the company (minority shareholders) to MAQUET Medical Systems AG in return for an appropriate cash compensation (a so-called ‘squeeze-out under stock corporation law’). According to its own information, MAQUET Medical Systems AG holds, directly and indirectly, 95.69 % of the share capital of Pulsion Medical Systems SE after deduction of the number of its own shares. It is therefore the main shareholder within the meaning of Section 327a (1) sentence 1 AktG.
The amount of the cash compensation will be communicated in a specific request and published separately as soon as it has been determined by the necessary valuation of Pulsion Medical Systems SE. Subsequently, the general meeting that is to pass the transfer resolution can be convened. This is expected to take place in the fourth quarter of 2025. The squeeze-out under stock corporation law will only become effective once the approving resolution of the general meeting is passed and the transfer resolution is recorded in the commercial register at the registered office of Pulsion Medical Systems SE. Pulsion Medical Systems SE will announce the date of the general meeting that will decide on the squeeze-out under stock corporation law separately.
Pulsion Medical Systems SE
1&1 AG: Voluntary public partial acquisition offer by United Internet AG to increase its stake in 1&1 AG
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Montabaur, 16 May 2025 – The Management Board of United Internet AG today published its decision to make a voluntary public acquisition offer in the form of a partial offer pursuant to Section 10 (1) and (3) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetzes, "WpÜG "), as set out below.
The Management Board and Supervisory Board of 1&1 AG will review the corresponding offer document in accordance with the statutory provisions and issue a statement as soon as it has been submitted to the company.
Wording of the announcement of United Internet AG
PUBLICATION PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ÜBERNAHMEGESETZ – WPÜG)
Bidder:
United Internet AG
Elgendorfer Str. 57
56410 Montabaur
Germany
registered with the commercial register of the local court (Amtsgericht) Montabaur under HRB 5762
Target company:
1&1 AG
Elgendorfer Str. 57
56410 Montabaur
Germany
registered with the commercial register of the local court (Amtsgericht) Montabaur under HRB 28530
ISIN: DE0005545503
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.united-internet.de/en/investor-relations/offer-2025.html
On May 16, 2025, United Internet AG, with its registered office in Montabaur, Germany (the “Bidder”), decided to submit a voluntary public acquisition offer in the form of a partial offer to the shareholders of 1&1 AG (the “Offer”), with its registered office in Montabaur, Germany (the “Company”), to acquire up to 16,250,827 no-par value bearer shares in the Company not already directly held by the Bidder, corresponding to approximately 9.19 % of the share capital, each with a notional interest in the share capital of EUR 1.10 (ISIN DE0005545503 / WKN 554550) (the “1&1 Shares”).
The Offer provides for payment of a cash consideration of EUR 18.50 per 1&1 Share, representing a premium of (i) approx. 20% over yesterday's closing price in XETRA trading on the Frankfurt Stock Exchange and (ii) approx. 29% over the volume-weighted average stock price of the 1&1 Share in XETRA trading on the Frankfurt Stock Exchange during the three months prior to this announcement. The definitive number of 1&1 Shares subject to the Offer will be set forth in the offer document.
The Bidder currently directly holds 142,837,357 1&1 Shares which represent approximately 80.81 % of the share capital of the Company. The Bidder's shareholding in the Company would increase in proportion to the number of 1&1 Shares for which the Offer is accepted.
The Bidder currently has no intention to conclude a domination agreement and/or profit and loss transfer agreement with 1&1 AG. The 1&1 Shares will continue to be traded in XETRA trading on the Frankfurt Stock Exchange after completion of the voluntary public acquisition offer. Delisting and squeeze out are not intended.
The Offer will be made in accordance with the terms and conditions set forth in the offer document to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin). The offer document and other information relating to the Offer will be available on the internet at https://www.united-internet.de/en/investor-relations/offer-2025.html . Additionally, the publication of the offer document will be announced in the federal gazette (Bundesanzeiger).
Disclaimer
This announcement must not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This announcement is not directed at, or intended to be transmitted to or used by, any person who is a national or resident of, or located in, any state, country or other jurisdiction where the transmission, publication, use or making available of this announcement would violate applicable law or would require a registration or license within such jurisdiction.
Neither this announcement nor its contents may be published, sent, distributed or disseminated in the United States of America by use of a postal service or by any other means or instrument of interstate commerce or of foreign trade or of the facilities of any national stock exchange of the United States of America. This includes, without limitation, transmission by fax, electronic mail, telex, telephone and the Internet. Copies of this announcement and other related documents may not be sent or transmitted to or within the United States of America either.
This announcement does not constitute an offer for the purchase of securities, or a solicitation to make an offer for the purchase of securities, of the Company in the United States of America, Germany or any other jurisdiction.
This announcement contains forward-looking statements. These statements are based on the current views, expectations and assumptions of 1&1 AG's management and contain known and unknown risks and uncertainties that could cause the actual results, performance or events to differ materially from those expressed or implied by such forward-looking statements. Actual results, performance or events may differ materially from those described therein due to, among other things, changes in the general economic environment or competitive situation, risks associated with capital markets, foreign exchange rate fluctuations and competition from other companies, changes in a foreign or domestic legal system, particularly with respect to the tax environment, that affect 1&1 AG, or other factors. 1&1 AG assumes no obligation to update forward-looking statements.
Montabaur, 16 May 2025
1&1 AG
The Management Board
The Management Board and Supervisory Board of 1&1 AG will review the corresponding offer document in accordance with the statutory provisions and issue a statement as soon as it has been submitted to the company.
Wording of the announcement of United Internet AG
PUBLICATION PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ÜBERNAHMEGESETZ – WPÜG)
Bidder:
United Internet AG
Elgendorfer Str. 57
56410 Montabaur
Germany
registered with the commercial register of the local court (Amtsgericht) Montabaur under HRB 5762
Target company:
1&1 AG
Elgendorfer Str. 57
56410 Montabaur
Germany
registered with the commercial register of the local court (Amtsgericht) Montabaur under HRB 28530
ISIN: DE0005545503
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.united-internet.de/en/investor-relations/offer-2025.html
On May 16, 2025, United Internet AG, with its registered office in Montabaur, Germany (the “Bidder”), decided to submit a voluntary public acquisition offer in the form of a partial offer to the shareholders of 1&1 AG (the “Offer”), with its registered office in Montabaur, Germany (the “Company”), to acquire up to 16,250,827 no-par value bearer shares in the Company not already directly held by the Bidder, corresponding to approximately 9.19 % of the share capital, each with a notional interest in the share capital of EUR 1.10 (ISIN DE0005545503 / WKN 554550) (the “1&1 Shares”).
The Offer provides for payment of a cash consideration of EUR 18.50 per 1&1 Share, representing a premium of (i) approx. 20% over yesterday's closing price in XETRA trading on the Frankfurt Stock Exchange and (ii) approx. 29% over the volume-weighted average stock price of the 1&1 Share in XETRA trading on the Frankfurt Stock Exchange during the three months prior to this announcement. The definitive number of 1&1 Shares subject to the Offer will be set forth in the offer document.
The Bidder currently directly holds 142,837,357 1&1 Shares which represent approximately 80.81 % of the share capital of the Company. The Bidder's shareholding in the Company would increase in proportion to the number of 1&1 Shares for which the Offer is accepted.
The Bidder currently has no intention to conclude a domination agreement and/or profit and loss transfer agreement with 1&1 AG. The 1&1 Shares will continue to be traded in XETRA trading on the Frankfurt Stock Exchange after completion of the voluntary public acquisition offer. Delisting and squeeze out are not intended.
The Offer will be made in accordance with the terms and conditions set forth in the offer document to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin). The offer document and other information relating to the Offer will be available on the internet at https://www.united-internet.de/en/investor-relations/offer-2025.html . Additionally, the publication of the offer document will be announced in the federal gazette (Bundesanzeiger).
Disclaimer
This announcement must not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This announcement is not directed at, or intended to be transmitted to or used by, any person who is a national or resident of, or located in, any state, country or other jurisdiction where the transmission, publication, use or making available of this announcement would violate applicable law or would require a registration or license within such jurisdiction.
Neither this announcement nor its contents may be published, sent, distributed or disseminated in the United States of America by use of a postal service or by any other means or instrument of interstate commerce or of foreign trade or of the facilities of any national stock exchange of the United States of America. This includes, without limitation, transmission by fax, electronic mail, telex, telephone and the Internet. Copies of this announcement and other related documents may not be sent or transmitted to or within the United States of America either.
This announcement does not constitute an offer for the purchase of securities, or a solicitation to make an offer for the purchase of securities, of the Company in the United States of America, Germany or any other jurisdiction.
This announcement contains forward-looking statements. These statements are based on the current views, expectations and assumptions of 1&1 AG's management and contain known and unknown risks and uncertainties that could cause the actual results, performance or events to differ materially from those expressed or implied by such forward-looking statements. Actual results, performance or events may differ materially from those described therein due to, among other things, changes in the general economic environment or competitive situation, risks associated with capital markets, foreign exchange rate fluctuations and competition from other companies, changes in a foreign or domestic legal system, particularly with respect to the tax environment, that affect 1&1 AG, or other factors. 1&1 AG assumes no obligation to update forward-looking statements.
Montabaur, 16 May 2025
1&1 AG
The Management Board
H&R Holding GmbH announces voluntary public tender offer for all outstanding shares of H&R GmbH & Co. KGaA
Corporate News 16 May 2025
- The Offer aims to increase Nils Hansen’s shareholding from 61.45% to at least 85%
- With a consolidated shareholder structure, the necessary transformation of the company can be driven much more consistently and efficiently
- Significant investment will constrain the dividend payout capacity and share price potential for years to come
- The Offer in the amount of EUR 5.00 per H&R KGaA share offers shareholders the unique opportunity to tender their shares at a secure and attractive premium of (i) 31.23% compared to the XETRA closing share price on 15 May 2025, (ii) 28.46% compared to the volume-weighted average XETRA share price over the last three months and (iii) 32.79% compared to the volume-weighted average XETRA share price during the last six months
- The Offer will be subject to a minimum acceptance threshold of 85%
H&R Holding GmbH (the “Bidder”), a company controlled by Nils Hansen, today announced a voluntary public tender offer for all outstanding shares in H&R GmbH & Co. KGaA (“H&R KGaA”, ISIN: DE000A2E4T77), a specialty-chemicals company focused on the development and manufacturing of chemical and pharmaceutical specialty products based on fossil, biomass, synthesized and recycled hydrocarbons and the production of high-precision plastic parts (the “Offer”). The Offer is aimed at increasing Nils Hansen’s stake in H&R KGaA, who already holds 61.45% in H&R KGaA shares.
Significant investment in transformation required to position H&R KGaA for the future
As a specialty-chemicals company, H&R KGaA operates in a challenging environment characterized by strong global competition, high energy costs and increasing demands on innovation and the sustainability of products and production sites. This is accompanied by high regulatory pressure.
In order to remain internationally competitive, the company will have to make significant investments in the renewal and transformation of its refineries in the coming years. This will tie up significant financial resources of H&R KGaA, limit its earnings potential and thus restrict its ability to pay dividends for years to come. The Offer therefore enables shareholders to sell their shares at a secure premium. This is a unique opportunity for shareholders to sell a share with low liquidity and high volatility to the owner family on attractive terms.
The Bidder and the management of H&R KGaA believe that the company would benefit from a simplified shareholder structure and consolidated shares. Following the successful completion of the Offer, the Bidder also intends to examine the possibility of implementing a delisting offer or a squeeze-out, provided this is economically and operationally prudent at the time. This would aim at supporting the necessary transformation of H&R KGaA’s German refinery sites outside the stock market environment. The listing, along with its associated reporting requirements and administrative expenses, imposes significant costs on the company – resources that could instead be directed towards ensuring H&R KGaA’s future viability.
“We look back on decades of successes, challenges, and bold decisions in our company’s history. In an increasingly challenging environment, our company is again entering a pivotal phase. As an owner family, we take responsibility and intend to increase our shareholding. We firmly believe that a consolidated shareholder structure can play a decisive role in driving the transformation of the company. We therefore call on our shareholders to support us in this important step by offering them a secure and attractive premium at a challenging time for the company,” said Nils Hansen, controlling shareholder of H&R Holding GmbH and H&R GmbH & Co. KGaA.
“While we can look back on solid business years, we must also recognize that the industry is undergoing profound changes that cannot be ignored. To remain competitive in the long term, we need to make transformational decisions and significant investments. This will severely limit our company’s dividend payout capacity and our share price potential for the foreseeable future. This step would give us greater financial and organizational flexibility to drive the necessary further development of the company, and our shareholders would receive a secure premium. As a management team, we therefore fully support the Offer,” said Niels H. Hansen, CEO of H&R GmbH & Co. KGaA.
Key information on the voluntary public tender offer
The Bidder intends to make a cash offer to all shareholders of H&R KGaA in the amount of EUR 5.00 per H&R KGaA share. This corresponds to a premium of (i) 31.23% compared to the XETRA closing share price on 15 May 2025, (ii) 28.46% compared to the volume-weighted average XETRA share price over the last three months and (iii) 32.79% compared to the volume-weighted average XETRA share price during the last six months.
The Offer will be subject to a minimum acceptance threshold of 85% of the outstanding H&R KGaA shares, including 61.45% of the H&R KGaA shares already attributed to Nils Hansen. In addition, the Bidder has entered into a contribution agreement for a total of 6.06% of H&R KGaA shares with Wilhelm Scholten Beteiligungen GmbH, Ölfabrik Wilhelm Scholten GmbH and SRS Schmierstoff Vertrieb GmbH, which are controlled by Wilhelm Scholten. Beyond the minimum acceptance threshold, the Offer will not be subject to any conditions.
The settlement of the Offer is expected to take place in the third quarter of 2025. A dividend for the financial year 2024 to be resolved by the Annual General Meeting of H&R KGaA on 27 May 2025 will be distributed to H&R KGaA shareholders prior to the settlement of the Offer and will remain with the shareholders even if they tender their H&R KGaA shares into the Offer.
The offer document, which contains the detailed terms and conditions of the Offer, as well as further information in connection with the Offer will be published by the Bidder on the website www.chem-offer.com after approval of the publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). At this time, the acceptance period of the Offer will commence.
After publication, the management and the Supervisory Board of H&R KGaA will carefully review the offer document in accordance with their legal obligations and issue a reasoned statement. Both support the Offer and, subject to the review of the offer document, intend to recommend that H&R KGaA shareholders accept the Offer.
- The Offer aims to increase Nils Hansen’s shareholding from 61.45% to at least 85%
- With a consolidated shareholder structure, the necessary transformation of the company can be driven much more consistently and efficiently
- Significant investment will constrain the dividend payout capacity and share price potential for years to come
- The Offer in the amount of EUR 5.00 per H&R KGaA share offers shareholders the unique opportunity to tender their shares at a secure and attractive premium of (i) 31.23% compared to the XETRA closing share price on 15 May 2025, (ii) 28.46% compared to the volume-weighted average XETRA share price over the last three months and (iii) 32.79% compared to the volume-weighted average XETRA share price during the last six months
- The Offer will be subject to a minimum acceptance threshold of 85%
H&R Holding GmbH (the “Bidder”), a company controlled by Nils Hansen, today announced a voluntary public tender offer for all outstanding shares in H&R GmbH & Co. KGaA (“H&R KGaA”, ISIN: DE000A2E4T77), a specialty-chemicals company focused on the development and manufacturing of chemical and pharmaceutical specialty products based on fossil, biomass, synthesized and recycled hydrocarbons and the production of high-precision plastic parts (the “Offer”). The Offer is aimed at increasing Nils Hansen’s stake in H&R KGaA, who already holds 61.45% in H&R KGaA shares.
Significant investment in transformation required to position H&R KGaA for the future
As a specialty-chemicals company, H&R KGaA operates in a challenging environment characterized by strong global competition, high energy costs and increasing demands on innovation and the sustainability of products and production sites. This is accompanied by high regulatory pressure.
In order to remain internationally competitive, the company will have to make significant investments in the renewal and transformation of its refineries in the coming years. This will tie up significant financial resources of H&R KGaA, limit its earnings potential and thus restrict its ability to pay dividends for years to come. The Offer therefore enables shareholders to sell their shares at a secure premium. This is a unique opportunity for shareholders to sell a share with low liquidity and high volatility to the owner family on attractive terms.
The Bidder and the management of H&R KGaA believe that the company would benefit from a simplified shareholder structure and consolidated shares. Following the successful completion of the Offer, the Bidder also intends to examine the possibility of implementing a delisting offer or a squeeze-out, provided this is economically and operationally prudent at the time. This would aim at supporting the necessary transformation of H&R KGaA’s German refinery sites outside the stock market environment. The listing, along with its associated reporting requirements and administrative expenses, imposes significant costs on the company – resources that could instead be directed towards ensuring H&R KGaA’s future viability.
“We look back on decades of successes, challenges, and bold decisions in our company’s history. In an increasingly challenging environment, our company is again entering a pivotal phase. As an owner family, we take responsibility and intend to increase our shareholding. We firmly believe that a consolidated shareholder structure can play a decisive role in driving the transformation of the company. We therefore call on our shareholders to support us in this important step by offering them a secure and attractive premium at a challenging time for the company,” said Nils Hansen, controlling shareholder of H&R Holding GmbH and H&R GmbH & Co. KGaA.
“While we can look back on solid business years, we must also recognize that the industry is undergoing profound changes that cannot be ignored. To remain competitive in the long term, we need to make transformational decisions and significant investments. This will severely limit our company’s dividend payout capacity and our share price potential for the foreseeable future. This step would give us greater financial and organizational flexibility to drive the necessary further development of the company, and our shareholders would receive a secure premium. As a management team, we therefore fully support the Offer,” said Niels H. Hansen, CEO of H&R GmbH & Co. KGaA.
Key information on the voluntary public tender offer
The Bidder intends to make a cash offer to all shareholders of H&R KGaA in the amount of EUR 5.00 per H&R KGaA share. This corresponds to a premium of (i) 31.23% compared to the XETRA closing share price on 15 May 2025, (ii) 28.46% compared to the volume-weighted average XETRA share price over the last three months and (iii) 32.79% compared to the volume-weighted average XETRA share price during the last six months.
The Offer will be subject to a minimum acceptance threshold of 85% of the outstanding H&R KGaA shares, including 61.45% of the H&R KGaA shares already attributed to Nils Hansen. In addition, the Bidder has entered into a contribution agreement for a total of 6.06% of H&R KGaA shares with Wilhelm Scholten Beteiligungen GmbH, Ölfabrik Wilhelm Scholten GmbH and SRS Schmierstoff Vertrieb GmbH, which are controlled by Wilhelm Scholten. Beyond the minimum acceptance threshold, the Offer will not be subject to any conditions.
The settlement of the Offer is expected to take place in the third quarter of 2025. A dividend for the financial year 2024 to be resolved by the Annual General Meeting of H&R KGaA on 27 May 2025 will be distributed to H&R KGaA shareholders prior to the settlement of the Offer and will remain with the shareholders even if they tender their H&R KGaA shares into the Offer.
The offer document, which contains the detailed terms and conditions of the Offer, as well as further information in connection with the Offer will be published by the Bidder on the website www.chem-offer.com after approval of the publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). At this time, the acceptance period of the Offer will commence.
After publication, the management and the Supervisory Board of H&R KGaA will carefully review the offer document in accordance with their legal obligations and issue a reasoned statement. Both support the Offer and, subject to the review of the offer document, intend to recommend that H&R KGaA shareholders accept the Offer.
09 May 2025
Burda Digital SE submits specified demand for squeeze-out and determines cash compensation for transfer of the shares of the minority shareholders of New Work SE at EUR 105.65
Corporate News
Hamburg, 8. May 2025
Hamburg, 8. May 2025
On 7 May 2025, Burda Digital SE has submitted a specific request to the Management Board of New Work SE (“Company”) for the transfer of the shares of the Company’s minority shareholders to Burda Digital SE as the main shareholder in exchange for an appropriate cash settlement in accordance with Section 327a para 1 sentence 1 of the Stock Corporation Act (AktG) (squeeze-out under Stock Corporation Act).
In this context, Burda Digital SE has informed the Management Board of the Company that it holds approximately 97.07% of the Company’s share capital and has set the cash compensation for the transfer of the shares of the Company’s minority shareholders to it at EUR 105.65 per share of the Company. On 7 May 2025, the court-appointed expert auditor has confirmed that the cash compensation determined by Burda Digital SE is appropriate.
The transfer of the shares of the minority shareholders of the Company to Burda Digital SE as the main shareholder in exchange for a cash settlement of EUR 105.65 per share of the Company is to be resolved at the Company’s Annual General Meeting, which is expected to take place on 23 June 2025.
The squeeze-out under Stock Corporation Act will only become effective upon entry of the approving resolution of the Company’s Annual General Meeting in the commercial register.
In this context, Burda Digital SE has informed the Management Board of the Company that it holds approximately 97.07% of the Company’s share capital and has set the cash compensation for the transfer of the shares of the Company’s minority shareholders to it at EUR 105.65 per share of the Company. On 7 May 2025, the court-appointed expert auditor has confirmed that the cash compensation determined by Burda Digital SE is appropriate.
The transfer of the shares of the minority shareholders of the Company to Burda Digital SE as the main shareholder in exchange for a cash settlement of EUR 105.65 per share of the Company is to be resolved at the Company’s Annual General Meeting, which is expected to take place on 23 June 2025.
The squeeze-out under Stock Corporation Act will only become effective upon entry of the approving resolution of the Company’s Annual General Meeting in the commercial register.
08 May 2025
CompuGroup Medical SE & Co. KGaA: CompuGroup Medical and CVC plan delisting – public delisting offer announced by CVC
Corporate News
- CVC to launch public delisting offer of EUR 22.00 in cash per share as planned
- Managing Directors, Supervisory Board and Administrative Board of CompuGroup Medical welcome public delisting offer
- Offer provides CGM shareholders with the opportunity to sell their shares independently of market liquidity prior to delisting
- Delisting will enable CompuGroup Medical to focus on implementation of its long-term innovation and growth strategy
- Following the completion of the public takeover offer on May 2, 2025, CVC holds 24.27% of the share capital and voting rights in CompuGroup Medical
Koblenz – CompuGroup Medical SE & Co. KGaA (“CGM” or “CompuGroup Medical”), a leading global provider of e-health solutions, and CVC Capital Partners (“CVC”) are initiating the process of the agreed delisting of CGM. Both parties are convinced that CGM's long-term investment and growth strategy can be implemented more effectively under private ownership. Together, CompuGroup Medical and CVC aim to drive innovation in the healthcare sector that will benefit patients and healthcare providers worldwide. The joint goal is to provide healthcare professionals with reliable support through state-of-the-art software products and excellent customer service.
Prof. (apl.) Dr. med. Daniel Gotthardt, Chief Executive Officer of CompuGroup Medical, said: “With this strategic partnership, we are strengthening CompuGroup Medical's position as one of the leading e-health companies. Together with CVC, we can purposefully invest in long-term growth and innovation. A successful delisting will provide a long-term strategic perspective for CompuGroup Medical, independently of the capital market’s short-term expectations. We continue to focus on providing innovative solutions for our customers: doctors, dentists, hospitals, pharmacists, healthcare professionals, insurance companies and pharmaceutical companies, for the benefit of patients.”
Dr. Daniel Pindur, Managing Partner at CVC, explained: “The dynamic changes in the healthcare sector require strategic and, above all, long-term investments. Following the delisting, we will be able to fully focus on investments and driving product development together with the founding Gotthardt family.” Can Toygar, Partner at CVC, added: “For CGM shareholders, the public delisting offer provides an opportunity to sell their shares now at an attractive price - this will be much more difficult after delisting.”
The withdrawal from the regulated market of the Frankfurt Stock Exchange is subject to a prior public delisting offer to all shareholders of CompuGroup Medical. In accordance with the agreement concluded with CGM today, Caesar BidCo, a holding company owned by investment funds advised and managed by CVC will launch such an offer with a cash offer price of approximately EUR 22,00 per share, subject to the determination of the statutory minimum price. This amount corresponds to the offer price of the previous voluntary public tender offer published in December 2024 and completed on May 2, 2025.
The public delisting offer gives CompuGroup Medical shareholders the opportunity to sell their shares at a price of EUR 22.00 prior to the delisting independently of market liquidity. Shareholders who remain invested, will face the risk of not being able to trade their shares to the extent they were accustomed to. The statutory financial reporting requirements also provide for a significantly reduced scope of information to be disclosed.
The Managing Directors, Supervisory Board, and Administrative Board of CompuGroup Medical welcome the offer. CompuGroup Medical Management SE and the supervisory board intend to recommend that shareholders accept the offer, subject to their review of the offer document. They will provide a reasoned statement pursuant to section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz; “WpÜG”) after publication of the offer document by the bidder.
The shareholders around the founding family Gotthardt, who control approximately 50.12% of all shares and voting rights in CGM, and CVC, who via the bidder hold approximately 24.27% of the share capital and voting rights in CGM, form a strong partnership. In the course of the public delisting offer, the shareholders around the founding Gotthardt family will not sell any of their shares.
CGM and CVC first announced their strategic partnership and the planned subsequent delisting of CGM on December 9, 2024. In this context, CVC published a voluntary public tender offer to all CGM shareholders. On April 17, the bidder announced receiving the final regulatory approval for its voluntary public tender offer. The strategic partnership between CVC and CGM officially came into effect upon completion of the offer on May 2. All shareholders of CompuGroup Medical who tendered their shares in the tender offer received the offer price of EUR 22.00 per share.
The public delisting offer is expected to be published still in May 2025 and the acceptance period is also expected to commence in May 2025. The closing of the delisting transaction is expected within the first half of the 2025 financial year, and in any event before CGM's Annual General Meeting scheduled for 1 August 2025. In accordance with the requirements of the German Securities Acquisition and Takeover Act, the offer document and further information in connection with CVC's public delisting offer will be available on the following website after approval by the German Federal Financial Supervisory Authority (“Bundesanstalt für Finanzdienstleistungsaufsicht”; BaFin): www.practice-public-offer.com. There will be no additional acceptance period. The delisting offer will not be subject to any closing conditions.
About CompuGroup Medical SE & Co. KGaA
CompuGroup Medical is one of the leading e-health companies in the world. With a revenue base of EUR 1.15 billion in 2024, its software products are designed to support all medical and organizational activities in doctors’ offices, pharmacies, laboratories, hospitals and social welfare institutions. Its information services for all parties involved in the healthcare system and its web-based personal health records contribute towards safer and more efficient healthcare. The basis of CompuGroup Medical's services is its unique customer base, including doctors, dentists, pharmacists and other healthcare professionals in inpatient and outpatient facilities, as well as insurance and pharmaceutical companies. CompuGroup Medical has offices in 19 countries and offers its solutions in 60 countries worldwide. More than 8,700 highly qualified employees support customers with innovative solutions for the steadily growing demands of the healthcare system.
About CVC Capital Partners
CVC is a leading global private markets manager with a network of 30 office locations throughout EMEA, the Americas, and Asia, with approximately €200 billion of assets under management. CVC has seven complementary strategies across private equity, secondaries, credit and infrastructure, for which CVC funds have secured commitments of over €260 billion from some of the world's leading pension funds and other institutional investors. Funds managed or advised by CVC’s private equity strategy are invested in approximately 140 companies worldwide, which have combined annual sales of over €168 billion and employ over 600,000 people. CVC has been an established player in the German-speaking region for over 30 years and has successful partnerships with founder- and family-run companies, including Douglas, Europe's leading omnichannel provider of premium beauty, and until recently DKV Mobility, a leading service provider for international mobility, and Messer Industries, a leading global specialist for industrial gases.
Important notes:
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares in CompuGroup Medical SE & Co. KGaA ("CGM Shares"). The final terms of the delisting offer as well as further provisions in connection with the delisting offer are exclusively contained in the offer document approved for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Caesar BidCo GmbH (the "Bidder") reserves the right to deviate from the key points set out herein in the final terms of the delisting offer to the extent permitted by law. Investors and holders of CGM Shares are strongly advised to read the offer document and all other documents in connection with the delisting offer as they contain important information. The offer document for the delisting offer (in German and a non-binding English translation) containing the detailed terms and conditions and other information relating to the delisting offer is published, inter alia, on the internet at www.practice-public-offer.com.
The delisting offer is being made solely on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG"), the German Stock Exchange Act (Börsengesetz) and certain provisions of the securities laws of the United States of America ("United States") governing cross-border delisting offers. The delisting offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States (to the extent applicable). Accordingly, no notifications, filings, approvals or authorizations for the delisting offer have been made, arranged for or granted outside the Federal Republic of Germany or the United States (as applicable). Investors and holders of CGM Shares cannot rely on the fact that they are protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no delisting offer is being made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable law. This press release may not be published or otherwise distributed, in whole or in part, in any jurisdiction in which the delisting offer would be prohibited by applicable law.
The Bidder and/or persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG and/or its subsidiaries within the meaning of Section 2 para. 6 WpÜG may, during the term of the delisting offer, acquire CGM Shares or enter into agreements to acquire CGM Shares outside the stock exchange in a manner other than in the context of the delisting offer, acquire CGM Shares on or off the stock exchange during the term of the delisting offer in a manner other than in the context of the delisting offer or enter into agreements to make such acquisitions, provided that such acquisitions or acquisition agreements are made outside the United States, comply with applicable German law, in particular the WpÜG, and the delisting offer price is increased in accordance with any higher consideration paid outside the delisting offer. Information on such acquisitions or acquisition agreements will be published in the Federal Gazette in accordance with Section 23 para. 2 WpÜG. This information will also be published in a non-binding English translation on the Bidder's website at www.practice-public-offer.de.
The tender offer referred to in this press release relates to shares of a German company listed for trading on the Frankfurt Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ in certain material respects from those of the United States and other jurisdictions. This press release has been prepared in accordance with German style and practice in order to comply with the laws of the Federal Republic of Germany. The financial information about the Bidder and CGM contained elsewhere, including in the offer document, has been prepared in accordance with the requirements applicable in the Federal Republic of Germany and not in accordance with accounting principles generally accepted in the United States. Therefore, it may not be comparable with financial information relating to U.S. companies or companies from other jurisdictions outside the Federal Republic of Germany.
The delisting offer is being made in the United States on the basis of the so-called cross-border exemption (Tier II) from certain provisions of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). This exemption permits the Bidder to comply with certain substantive and procedural requirements of the Exchange Act applicable to tender offers by complying with the law or practice of the domestic jurisdiction and exempts the Bidder from compliance with certain other requirements of the Exchange Act. United States shareholders should note that CGM is not listed on a U.S. securities exchange, is not subject to the periodic requirements of the Exchange Act and is not required to file, and is not filing, reports with the United States Securities and Exchange Commission.
CGM Shareholders who are resident, located or ordinarily resident in the United States should note that the Tender Offer relates to securities of a company that is a "foreign private issuer" within the meaning of the Exchange Act and whose shares are not registered under Section 12 of the Exchange Act. The Tender Offer is being made in the United States in reliance on the cross-border exemption (Tier 2) from certain requirements of the Exchange Act and is substantially subject to the disclosure and other requirements and procedures in Germany, which differ from those in the United States. To the extent that the delisting offer is subject to U.S. securities laws, such laws will only apply to CGM Shareholders who are resident, domiciled or ordinarily resident in the United States and no other person will have any rights under such laws.
Any agreement entered into with the Bidder as a result of the acceptance of the delisting offer will be governed by and construed exclusively in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States (or from other countries outside the Federal Republic of Germany) to enforce certain rights and claims arising in connection with the delisting offer under the U.S. federal securities laws (or other laws known to them) because the Bidder and CGM are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may not be possible to sue a non-U.S. corporation or its officers or directors in a court outside the United States for violations of U.S. securities laws. It may also not be possible to compel a non-U.S. company or its subsidiaries to submit to the judgment of a U.S. court.
To the extent that this press release contains forward-looking statements, these are not to be understood as statements of fact and are characterized by the words "intend", "will" and similar expressions. These statements express the intentions, assumptions or current expectations and assumptions of the Bidder and the persons acting in concert with the Bidder. Such forward-looking statements are based on current plans, estimates and projections of the Bidder and the persons acting in concert with the Bidder, which are made to the best of their knowledge, but which do not guarantee their future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting in concert with the Bidder). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are generally beyond the control of the Bidder or the persons acting in concert with the Bidder. It should be noted that actual future results or outcomes may differ materially from those expressed or implied by such forward-looking statements. It cannot be ruled out that the Bidder and the persons acting in concert with it may change their intentions and assessments expressed in documents or announcements or in the offer document yet to be published after publication of the documents, announcements or the offer document.
- CVC to launch public delisting offer of EUR 22.00 in cash per share as planned
- Managing Directors, Supervisory Board and Administrative Board of CompuGroup Medical welcome public delisting offer
- Offer provides CGM shareholders with the opportunity to sell their shares independently of market liquidity prior to delisting
- Delisting will enable CompuGroup Medical to focus on implementation of its long-term innovation and growth strategy
- Following the completion of the public takeover offer on May 2, 2025, CVC holds 24.27% of the share capital and voting rights in CompuGroup Medical
Koblenz – CompuGroup Medical SE & Co. KGaA (“CGM” or “CompuGroup Medical”), a leading global provider of e-health solutions, and CVC Capital Partners (“CVC”) are initiating the process of the agreed delisting of CGM. Both parties are convinced that CGM's long-term investment and growth strategy can be implemented more effectively under private ownership. Together, CompuGroup Medical and CVC aim to drive innovation in the healthcare sector that will benefit patients and healthcare providers worldwide. The joint goal is to provide healthcare professionals with reliable support through state-of-the-art software products and excellent customer service.
Prof. (apl.) Dr. med. Daniel Gotthardt, Chief Executive Officer of CompuGroup Medical, said: “With this strategic partnership, we are strengthening CompuGroup Medical's position as one of the leading e-health companies. Together with CVC, we can purposefully invest in long-term growth and innovation. A successful delisting will provide a long-term strategic perspective for CompuGroup Medical, independently of the capital market’s short-term expectations. We continue to focus on providing innovative solutions for our customers: doctors, dentists, hospitals, pharmacists, healthcare professionals, insurance companies and pharmaceutical companies, for the benefit of patients.”
Dr. Daniel Pindur, Managing Partner at CVC, explained: “The dynamic changes in the healthcare sector require strategic and, above all, long-term investments. Following the delisting, we will be able to fully focus on investments and driving product development together with the founding Gotthardt family.” Can Toygar, Partner at CVC, added: “For CGM shareholders, the public delisting offer provides an opportunity to sell their shares now at an attractive price - this will be much more difficult after delisting.”
The withdrawal from the regulated market of the Frankfurt Stock Exchange is subject to a prior public delisting offer to all shareholders of CompuGroup Medical. In accordance with the agreement concluded with CGM today, Caesar BidCo, a holding company owned by investment funds advised and managed by CVC will launch such an offer with a cash offer price of approximately EUR 22,00 per share, subject to the determination of the statutory minimum price. This amount corresponds to the offer price of the previous voluntary public tender offer published in December 2024 and completed on May 2, 2025.
The public delisting offer gives CompuGroup Medical shareholders the opportunity to sell their shares at a price of EUR 22.00 prior to the delisting independently of market liquidity. Shareholders who remain invested, will face the risk of not being able to trade their shares to the extent they were accustomed to. The statutory financial reporting requirements also provide for a significantly reduced scope of information to be disclosed.
The Managing Directors, Supervisory Board, and Administrative Board of CompuGroup Medical welcome the offer. CompuGroup Medical Management SE and the supervisory board intend to recommend that shareholders accept the offer, subject to their review of the offer document. They will provide a reasoned statement pursuant to section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz; “WpÜG”) after publication of the offer document by the bidder.
The shareholders around the founding family Gotthardt, who control approximately 50.12% of all shares and voting rights in CGM, and CVC, who via the bidder hold approximately 24.27% of the share capital and voting rights in CGM, form a strong partnership. In the course of the public delisting offer, the shareholders around the founding Gotthardt family will not sell any of their shares.
CGM and CVC first announced their strategic partnership and the planned subsequent delisting of CGM on December 9, 2024. In this context, CVC published a voluntary public tender offer to all CGM shareholders. On April 17, the bidder announced receiving the final regulatory approval for its voluntary public tender offer. The strategic partnership between CVC and CGM officially came into effect upon completion of the offer on May 2. All shareholders of CompuGroup Medical who tendered their shares in the tender offer received the offer price of EUR 22.00 per share.
The public delisting offer is expected to be published still in May 2025 and the acceptance period is also expected to commence in May 2025. The closing of the delisting transaction is expected within the first half of the 2025 financial year, and in any event before CGM's Annual General Meeting scheduled for 1 August 2025. In accordance with the requirements of the German Securities Acquisition and Takeover Act, the offer document and further information in connection with CVC's public delisting offer will be available on the following website after approval by the German Federal Financial Supervisory Authority (“Bundesanstalt für Finanzdienstleistungsaufsicht”; BaFin): www.practice-public-offer.com. There will be no additional acceptance period. The delisting offer will not be subject to any closing conditions.
About CompuGroup Medical SE & Co. KGaA
CompuGroup Medical is one of the leading e-health companies in the world. With a revenue base of EUR 1.15 billion in 2024, its software products are designed to support all medical and organizational activities in doctors’ offices, pharmacies, laboratories, hospitals and social welfare institutions. Its information services for all parties involved in the healthcare system and its web-based personal health records contribute towards safer and more efficient healthcare. The basis of CompuGroup Medical's services is its unique customer base, including doctors, dentists, pharmacists and other healthcare professionals in inpatient and outpatient facilities, as well as insurance and pharmaceutical companies. CompuGroup Medical has offices in 19 countries and offers its solutions in 60 countries worldwide. More than 8,700 highly qualified employees support customers with innovative solutions for the steadily growing demands of the healthcare system.
About CVC Capital Partners
CVC is a leading global private markets manager with a network of 30 office locations throughout EMEA, the Americas, and Asia, with approximately €200 billion of assets under management. CVC has seven complementary strategies across private equity, secondaries, credit and infrastructure, for which CVC funds have secured commitments of over €260 billion from some of the world's leading pension funds and other institutional investors. Funds managed or advised by CVC’s private equity strategy are invested in approximately 140 companies worldwide, which have combined annual sales of over €168 billion and employ over 600,000 people. CVC has been an established player in the German-speaking region for over 30 years and has successful partnerships with founder- and family-run companies, including Douglas, Europe's leading omnichannel provider of premium beauty, and until recently DKV Mobility, a leading service provider for international mobility, and Messer Industries, a leading global specialist for industrial gases.
Important notes:
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares in CompuGroup Medical SE & Co. KGaA ("CGM Shares"). The final terms of the delisting offer as well as further provisions in connection with the delisting offer are exclusively contained in the offer document approved for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Caesar BidCo GmbH (the "Bidder") reserves the right to deviate from the key points set out herein in the final terms of the delisting offer to the extent permitted by law. Investors and holders of CGM Shares are strongly advised to read the offer document and all other documents in connection with the delisting offer as they contain important information. The offer document for the delisting offer (in German and a non-binding English translation) containing the detailed terms and conditions and other information relating to the delisting offer is published, inter alia, on the internet at www.practice-public-offer.com.
The delisting offer is being made solely on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG"), the German Stock Exchange Act (Börsengesetz) and certain provisions of the securities laws of the United States of America ("United States") governing cross-border delisting offers. The delisting offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States (to the extent applicable). Accordingly, no notifications, filings, approvals or authorizations for the delisting offer have been made, arranged for or granted outside the Federal Republic of Germany or the United States (as applicable). Investors and holders of CGM Shares cannot rely on the fact that they are protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no delisting offer is being made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable law. This press release may not be published or otherwise distributed, in whole or in part, in any jurisdiction in which the delisting offer would be prohibited by applicable law.
The Bidder and/or persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG and/or its subsidiaries within the meaning of Section 2 para. 6 WpÜG may, during the term of the delisting offer, acquire CGM Shares or enter into agreements to acquire CGM Shares outside the stock exchange in a manner other than in the context of the delisting offer, acquire CGM Shares on or off the stock exchange during the term of the delisting offer in a manner other than in the context of the delisting offer or enter into agreements to make such acquisitions, provided that such acquisitions or acquisition agreements are made outside the United States, comply with applicable German law, in particular the WpÜG, and the delisting offer price is increased in accordance with any higher consideration paid outside the delisting offer. Information on such acquisitions or acquisition agreements will be published in the Federal Gazette in accordance with Section 23 para. 2 WpÜG. This information will also be published in a non-binding English translation on the Bidder's website at www.practice-public-offer.de.
The tender offer referred to in this press release relates to shares of a German company listed for trading on the Frankfurt Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ in certain material respects from those of the United States and other jurisdictions. This press release has been prepared in accordance with German style and practice in order to comply with the laws of the Federal Republic of Germany. The financial information about the Bidder and CGM contained elsewhere, including in the offer document, has been prepared in accordance with the requirements applicable in the Federal Republic of Germany and not in accordance with accounting principles generally accepted in the United States. Therefore, it may not be comparable with financial information relating to U.S. companies or companies from other jurisdictions outside the Federal Republic of Germany.
The delisting offer is being made in the United States on the basis of the so-called cross-border exemption (Tier II) from certain provisions of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). This exemption permits the Bidder to comply with certain substantive and procedural requirements of the Exchange Act applicable to tender offers by complying with the law or practice of the domestic jurisdiction and exempts the Bidder from compliance with certain other requirements of the Exchange Act. United States shareholders should note that CGM is not listed on a U.S. securities exchange, is not subject to the periodic requirements of the Exchange Act and is not required to file, and is not filing, reports with the United States Securities and Exchange Commission.
CGM Shareholders who are resident, located or ordinarily resident in the United States should note that the Tender Offer relates to securities of a company that is a "foreign private issuer" within the meaning of the Exchange Act and whose shares are not registered under Section 12 of the Exchange Act. The Tender Offer is being made in the United States in reliance on the cross-border exemption (Tier 2) from certain requirements of the Exchange Act and is substantially subject to the disclosure and other requirements and procedures in Germany, which differ from those in the United States. To the extent that the delisting offer is subject to U.S. securities laws, such laws will only apply to CGM Shareholders who are resident, domiciled or ordinarily resident in the United States and no other person will have any rights under such laws.
Any agreement entered into with the Bidder as a result of the acceptance of the delisting offer will be governed by and construed exclusively in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States (or from other countries outside the Federal Republic of Germany) to enforce certain rights and claims arising in connection with the delisting offer under the U.S. federal securities laws (or other laws known to them) because the Bidder and CGM are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may not be possible to sue a non-U.S. corporation or its officers or directors in a court outside the United States for violations of U.S. securities laws. It may also not be possible to compel a non-U.S. company or its subsidiaries to submit to the judgment of a U.S. court.
To the extent that this press release contains forward-looking statements, these are not to be understood as statements of fact and are characterized by the words "intend", "will" and similar expressions. These statements express the intentions, assumptions or current expectations and assumptions of the Bidder and the persons acting in concert with the Bidder. Such forward-looking statements are based on current plans, estimates and projections of the Bidder and the persons acting in concert with the Bidder, which are made to the best of their knowledge, but which do not guarantee their future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting in concert with the Bidder). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are generally beyond the control of the Bidder or the persons acting in concert with the Bidder. It should be noted that actual future results or outcomes may differ materially from those expressed or implied by such forward-looking statements. It cannot be ruled out that the Bidder and the persons acting in concert with it may change their intentions and assessments expressed in documents or announcements or in the offer document yet to be published after publication of the documents, announcements or the offer document.
11 April 2025
APONTIS PHARMA with significant sales and earnings increase in 2024 financial year – squeeze-out and merger planned
Corporate News
- Sales increases significantly to EUR 48.5 million in 2024 financial year (2023: EUR 37.0 million)
- Strong increase in Single Pill combination revenues to EUR 34.4 million (2023: EUR 25.6 million)
- EBITDA increases by EUR 16.8 million to EUR 3.5 million (2023: EUR -13.3 million)
- Squeeze-out and merger with Zentiva AG planned
Monheim / Rhein, 31 March 2025. Die APONTIS PHARMA AG (Ticker APPH / ISIN DE000A3CMGM5), a leading pharmaceutical company for Single Pill combinations in Germany, closed the 2024 financial year with a significant increase in sales of 31.1% to EUR 48.5 million (2023: EUR 37.0 million). EBITDA in the reporting period improved significantly by EUR 16.8 million from EUR 13.3 million to EUR 3.5 million, confirming the realignment of strategy and go-to-market initiated in 2023 and the cost reductions realized here.
“The significant increase in sales and earnings demonstrates the
success of our reorganization of APONTIS PHARMA. We have fundamentally
optimized sales, revised our go-to-market approach and significantly
reduced costs. Accordingly, the success is reflected both in sales and
disproportionately in earnings. The acquisition offer from Zentiva is a
confirmation of this strategy. Zentiva recently announced that it is
seeking a squeeze-out and a merger with Zentiva AG. The success story of
the Single Pill combinations will therefore continue under a new
umbrella,” said Bruno Wohlschlegel, CEO of APONTIS PHARMA.
Significant growth in all segments
Sales of EUR 48.5 million generated in the 2024 financial year were only slightly below the forecast of EUR 50.0 million. Single Pill combinations revenue increased significantly from EUR 25.6 million to EUR 34.4 million. This was attributable in particular to the improved supply situation for Atorimib (from EUR 8.8 million to EUR 16.7 million) and the growth of the remaining Single Pills excluding Atorimib, Caramlo and Tonotec, whose sales increased by EUR 2.8 million. The new go-to-market-concept introduced in spring 2024 had a noticeable impact here.
Sales in the cooperation business increased by 36% to EUR 12.6 million in the financial year (2023: EUR 9.3 million). The agreement concluded with Novartis in April 2024 for the two asthma products Atectura and Enerzair made a significant contribution to this. Sales of EUR 9.0 million were already generated in the first nine months of distribution.
Thomas Milz, CPO of APONTIS PHARMA: “Both the Single Pill
combinations (including four new launches in 2024) and the cooperation
business delivered in the past financial year and each contributed
significantly to the increase in sales. The improved availability of our
bestseller Atorimib and, of course, the new go-to-market approach also
helped. Thanks to APONTIS PHARMA, Single Pill combinations are now
established on the market, as they have considerable advantages over
loose combinations in terms of adherence and contribute to better
healthcare.”
Increase in profitability
The positive development of sales and cost reductions had a disproportionately high impact on earnings. EBITDA rose to EUR 3.5 million, compared to EUR -13.3 million in the previous year. The previous year’s EBITDA was characterized by one-off restructuring expenses of EUR 5.6 million.
The cost of materials increased from EUR 13.8 million to EUR 20.8 million in line with the rise in sales. The increase in the cost of materials ratio to 42.8% (2023: 37.3%) was mainly due to the cooperation agreement concluded with Novartis for the products Atectura and Enerzair.
Personnel expenses amounted to EUR 13.5 million in the financial year (2023: EUR 24.6 million). In the previous year, restructuring costs of EUR 5.6 million were incurred, which were reported under personnel expenses.
APONTIS PHARMA closed the 2024 financial year with a consolidated net profit of EUR 0.8 million, following a consolidated net loss of EUR 11.3 million in the previous year.
APONTIS PHARMA’s equity amounted to EUR 31.0 million as of 31 December 2024 (2023: EUR 30.3 million), which corresponds to an equity ratio of 69.9% (2023: 52.7%). The increase is the result of the profit for the financial year and a lower balance sheet total.
“With very pleasing financial development figures and a solid balance
sheet, APONTIS PHARMA is expected to leave the stock exchange in the
coming months. The business model has proven to be solid and will
continue to gain momentum under the Zentiva umbrella and take the step
towards European expansion,” added Thomas Zimmermann, CFO of APONTIS
PHARMA.
Continuation of growth course
APONTIS PHARMA intends to continue on its growth path in the 2025 financial year. The Single Pill business is expected to continue to grow in the 2025 financial year. This will mainly be achieved through the existing Single Pill portfolio and the effects of the planned new launches in 2025. APONTIS PHARMA currently expects two new launches to take place in the current financial year. The cooperation business will grow overall due to the cooperation with Novartis entered into in April 2024.
APONTIS PHARMA expects sales to increase by 16% to EUR 56.4 million
in the 2025 financial year (2024: EUR 48.5 million). The Company expects
EBITDA to increase from EUR 3.5 million to EUR 4.5 million.
Voluntary public purchase offer by Zentiva and squeeze-out under merger law
On 24 October 2024, the pharmaceutical group Zentiva published a purchase offer for shares in APONTIS PHARMA AG. Zentiva now holds around 93.83% of the Company’s share capital and is therefore the majority shareholder. On 5 March, Zentiva submitted a request to APONTIS PHARMA pursuant to Section 62 (1) and (5) UmwG (German Reorganization Act) in conjunction with Sections 327a et seq. AktG (German Stock Corporation Act), according to which a merger agreement is to be concluded between the Company and Zentiva AG and the Annual General Meeting of APONTIS PHARMA is to resolve on the transfer of the shares of the remaining shareholders (minority shareholders) to Zentiva as the majority shareholder in return for the granting of appropriate cash compensation (so-called squeeze-out under merger law).
APONTIS PHARMA will provide information about the date of the Annual
General Meeting at which a corresponding transfer resolution is to be
passed in accordance with the statutory requirements.
Group figures
| in EUR million | 2024 | 2023 | ∆ |
| Single Pill revenue | 34.4 | 25.6 | 34.3 % |
| Total sales | 48.5 | 37.0 | 31.1 % |
| EBITDA | 3.5 | -13.3 | n/a |
| Net result | 0.8 | -11.3 | n/a |
| Dec. 31, 2024 | Dec. 31, 2023 | ||
| Equity ratio (in %) | 69.9 % | 52.7 % | 17.2 Bps. |
| Net liquidity | 15.5 | 20.8 | -25.5 % |
Note: Rounding differences may occur.
Condensed Group Income Statement
| in EUR million | 2024 | 2023 | ∆ |
| Sales | 48.5 | 37.0 | 11.5 |
| Other operating income | 2.4 | 1.7 | 0.7 |
| Cost of materials | -20.8 | -13.8 | -7.0 |
| Personnel expenses | -13.5 | -24.6 | 11.1 |
| Depreciation and amortization | -2.2 | -1.9 | -0.3 |
| Other operating expenses | -13.2 | -13.5 | 0.3 |
| Operating result | 1.1 | -15.1 | 16.2 |
| Financial result | 0.1 | 0.2 | -0.1 |
| Result before taxes | 1.2 | -14.9 | 16.2 |
| Taxes on income and earnings | -0.4 | 3.6 | -4.0 |
| Result after taxes | 0.8 | -11.3 | 12.1 |
| Other taxes | 0.0 | 0.0 | 0.0 |
| Net result | 0.8 | -11.3 | 12.1 |
Note: Rounding differences may occur.
Condensed Consolidated Statement of Financial Position
| in EUR million | Dec. 31, 2024 | Dec. 31, 2023 | ∆ |
| Assets | |||
| Fixed assets | 18.5 | 18.4 | 0.1 |
| Inventories | 6.5 | 6.6 | -0.1 |
| Receivables and other assets | 0.8 | 1.7 | -0.9 |
| Cash on hand and bank balances | 15.5 | 26.8 | -11.3 |
| Prepaid expenses and deferred charges | 0.7 | 0.5 | 0.2 |
| Deferred tax assets | 2.4 | 3.5 | -1.1 |
| Liabilities | |||
| Equity | 31.1 | 30.3 | +0.8 |
| Difference from capital consolidation | 0.5 | 0.6 | -0.1 |
| Provisions | 7.8 | 15.2 | -7.4 |
| Bank liabilities | 0.0 | 6.0 | -6.0 |
| Liabilities | 4.8 | 5.4 | -0.6 |
| Total assets | 44.4 | 57.5 | -13.1 |
Note: Rounding differences may occur.
Condensed Group Statement of Cash Flows
| in EUR million | 2024 | 2023 | ∆ |
| Cash flow from operating activities | -2.9 | -12.6 | 9.7 |
| Cash flow from investing activities | -2.3 | -2.9 | 0.6 |
| Cash flow from financing activities | -6.1 | 6.0 | -12.1 |
| Net cash flow | -11.4 | -9.5 | -1.9 |
Note: Rounding differences may occur.
About APONTIS PHARMA:
APONTIS PHARMA AG is a leading pharmaceutical company specializing in Single Pill combinations in Germany. Single Pills combine two to three generic active ingredients in a single dosage form administered once a day. Single Pill therapies have been scientifically proven to significantly increase adherence and thus improve the treatment prognosis and quality of life of patients while reducing complications, mortality, and treatment costs. Consequently, Single Pill combinations are the preferred treatment option in numerous international treatment guidelines, including in the EU and Germany. APONTIS PHARMA has been developing, promoting, and distributing a broad portfolio of Single Pill combinations and other pharmaceutical products since 2013, with a special focus on cardiovascular diseases such as hypertension, hyperlipidemia, and secondary prevention. For additional information about APONTIS PHARMA, please visit www.apontis-pharma.de.
10 April 2025
Delisting Purchase Offer for Shares of Biotest Aktiengesellschaft
THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT INTENDED FOR COMPLETE OR PARTIAL PUBLICATION OR FORWARDING INTO, WITHIN OR FROM COUNTRIES IN WHICH SUCH PUBLICATION OR FORWARDING WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LEGAL PROVISIONS IN THESE COUNTRIES.
Bidder:
Grifols Biotest Holdings GmbH
Colmarer Straße 22
60528 Frankfurt am Main
Germany
registered in the commercial register at the local court [Amtsgericht] Frankfurt am Main under HRB 128108
Target company:
Biotest Aktiengesellschaft
Landsteinerstraße 5
63303 Dreieich
Germany
registered in the commercial register at the Local Court [Amtsgericht] Offenbach am Main under HRB 42396
Common shares: ISIN: DE0005227201 / German Securities Identification Number [Wertpapierkennnummer, “WKN”]: 522 720
Preferred shares: ISIN: DE0005227235 / WKN: 522 723
Grifols Biotest Holdings GmbH (the "Bidder") decided today, on 31 March 2025 to offer to the shareholders of Biotest Aktiengesellschaft (the "Company") to purchase by way of a public delisting purchase offer all no-par bearer common shares of the Company (ISIN DE0005227201) representing a mathematical, proportionate amount of the share capital of the Company of EUR 1.00 per share (the "Biotest Common Shares") as well as all no-par and non-voting bearer preferred shares in the Company (ISIN DE0005227235) representing a mathematical, proportionate amount of the share capital of the Company of EUR 1.00 per share (the "Biotest Preferred Shares", and together with the Biotest Common Shares, the "Biotest Shares") in exchange for payment of money (the "Delisting Offer"). Subject to the legal provisions regarding minimum price, the Bidder intends to offer a cash consideration in the amount of EUR 43.00 per Biotest Common Share and EUR 30.00 per Biotest Preferred Share.
The Bidder also agreed today with the Company that the Company will apply for cancellation of the admission of the Biotest Shares to trading on the Frankfurt Securities Exchange with simultaneous listing in the area of the regulated market with additional duties as a consequence of the listing (Prime Standard) in the Frankfurt Securities Exchange no later than ten (10) work days prior to expiration of the deadline for accepting the Delisting Offer, and that the Company will take all reasonable steps and measures after the delisting takes effect, in order to terminate the inclusion of the Biotest Shares in over-the-counter trading at the securities exchanges in Berlin, Düsseldorf, Hamburg/Hanover, Munich, Stuttgart und the Tradegate Exchange as well as any other exchange where the Company is known.
Important information
The takeover offer announced in this notification relates to shares in a German company admitted to trading in the Frankfurt Securities Exchange and is subject to the publication duties, rules and practices applicable for companies listed on the exchange in the Federal Republic of Germany, which are different in some material aspects from the legal systems in the United States of America ("USA") and other legal systems. This present notification was prepared according to German style and practice, in order to comply with the laws of the Federal Republic of Germany and the rules of the Frankfurt Securities Exchange, and shareholders from the USA and other legal systems should read this notification in full. Any financial information contained here or elsewhere (including in the Offering Document) concerning the Bidder or the Target Company was and will be prepared in accordance with the provisions applicable in the Kingdom of Spain as well as the Federal Republic of Germany and not in accordance with the generally accepted accounting principles in the USA or elsewhere; the financial information may accordingly not be comparable with financial information related to companies in the USA or companies in other legal systems outside the Kingdom of Spain and the Federal Republic of Germany. The takeover offer is being implemented in the USA in accordance with Section 14(e) and Regulation 14E of the Securities Exchange Act in the USA, subject to the exemptions in Rule 14d-1 of the Securities Exchange Act in the USA, and otherwise in accordance with the requirements in the Federal Republic of Germany. Shareholders from the USA should note that the target company is not listed on an exchange in the USA, is not subject to the normal requirements of the Securities Exchange Act in the USA and that no reports are required to be submitted to the U.S. Securities and Exchange Commission (SEC) and that this also does not occur.
Publication of the decision to submit a public delisting purchase offer pursuant to § 10 paras. 1 and 3 German Securities Acquisition and Takeover Act [Wertpapiererwerbs- und übernahmegesetz, “WpÜG“] in conjunction with § 39 para. 1 German Stock Exchange Act [Börsengesetz, “BörsG“]
Bidder:
Grifols Biotest Holdings GmbH
Colmarer Straße 22
60528 Frankfurt am Main
Germany
registered in the commercial register at the local court [Amtsgericht] Frankfurt am Main under HRB 128108
Target company:
Biotest Aktiengesellschaft
Landsteinerstraße 5
63303 Dreieich
Germany
registered in the commercial register at the Local Court [Amtsgericht] Offenbach am Main under HRB 42396
Common shares: ISIN: DE0005227201 / German Securities Identification Number [Wertpapierkennnummer, “WKN”]: 522 720
Preferred shares: ISIN: DE0005227235 / WKN: 522 723
Grifols Biotest Holdings GmbH (the "Bidder") decided today, on 31 March 2025 to offer to the shareholders of Biotest Aktiengesellschaft (the "Company") to purchase by way of a public delisting purchase offer all no-par bearer common shares of the Company (ISIN DE0005227201) representing a mathematical, proportionate amount of the share capital of the Company of EUR 1.00 per share (the "Biotest Common Shares") as well as all no-par and non-voting bearer preferred shares in the Company (ISIN DE0005227235) representing a mathematical, proportionate amount of the share capital of the Company of EUR 1.00 per share (the "Biotest Preferred Shares", and together with the Biotest Common Shares, the "Biotest Shares") in exchange for payment of money (the "Delisting Offer"). Subject to the legal provisions regarding minimum price, the Bidder intends to offer a cash consideration in the amount of EUR 43.00 per Biotest Common Share and EUR 30.00 per Biotest Preferred Share.
The Bidder also agreed today with the Company that the Company will apply for cancellation of the admission of the Biotest Shares to trading on the Frankfurt Securities Exchange with simultaneous listing in the area of the regulated market with additional duties as a consequence of the listing (Prime Standard) in the Frankfurt Securities Exchange no later than ten (10) work days prior to expiration of the deadline for accepting the Delisting Offer, and that the Company will take all reasonable steps and measures after the delisting takes effect, in order to terminate the inclusion of the Biotest Shares in over-the-counter trading at the securities exchanges in Berlin, Düsseldorf, Hamburg/Hanover, Munich, Stuttgart und the Tradegate Exchange as well as any other exchange where the Company is known.
The Offering Document for the Delisting Offer (in German language and a non-binding English translation) and other information related to the offer will be published in the internet at https://www.grifols.com/en/biotest-acquisition-offer.
Important information
This announcement constitutes neither an offer to purchase nor a request to submit an offer for the sale of shares in the target company. The final terms and conditions of the takeover offer as well as other provisions relating to the takeover offer will be notified in the Offering Document after the Federal Financial Supervisory Authority [Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”] has granted permission to publish the Offering Document. The Bidder reserves the right to deviate from the parameters described here in the final provisions and terms and conditions of the takeover offer. The urgent recommendation is made to the investors and holders of shares in the Target Company to read the Offer Document as well as all other documents related to the takeover offer as soon as they have been announced because they contain important information.
The takeover offer announced in this notification relates to shares in a German company admitted to trading in the Frankfurt Securities Exchange and is subject to the publication duties, rules and practices applicable for companies listed on the exchange in the Federal Republic of Germany, which are different in some material aspects from the legal systems in the United States of America ("USA") and other legal systems. This present notification was prepared according to German style and practice, in order to comply with the laws of the Federal Republic of Germany and the rules of the Frankfurt Securities Exchange, and shareholders from the USA and other legal systems should read this notification in full. Any financial information contained here or elsewhere (including in the Offering Document) concerning the Bidder or the Target Company was and will be prepared in accordance with the provisions applicable in the Kingdom of Spain as well as the Federal Republic of Germany and not in accordance with the generally accepted accounting principles in the USA or elsewhere; the financial information may accordingly not be comparable with financial information related to companies in the USA or companies in other legal systems outside the Kingdom of Spain and the Federal Republic of Germany. The takeover offer is being implemented in the USA in accordance with Section 14(e) and Regulation 14E of the Securities Exchange Act in the USA, subject to the exemptions in Rule 14d-1 of the Securities Exchange Act in the USA, and otherwise in accordance with the requirements in the Federal Republic of Germany. Shareholders from the USA should note that the target company is not listed on an exchange in the USA, is not subject to the normal requirements of the Securities Exchange Act in the USA and that no reports are required to be submitted to the U.S. Securities and Exchange Commission (SEC) and that this also does not occur.
Every contract concluded with the Bidder as a consequence of accepting the planned takeover offer is subject exclusively to the law of the Federal Republic of Germany and must be interpreted in accordance with that law. It may be difficult for shareholders in the USA (or other jurisdictions outside Germany) to enforce certain rights and claims resulting in connection with the takeover offer under USA federal law governing securities (or other legal systems which the respective shareholder is used to), because the Bidder and the Target Company have their registered offices outside the USA (and outside the jurisdiction of the respective shareholder), and the respective boards and managing directors of the Bidder and the Target Company are domiciled outside the USA (and outside the jurisdiction of the respective shareholder). It might not be possible to file a complaint against a non-American company or its senior employees or directors before a non-American court based on violations of the securities laws of the USA. It might also not be possible to force a non-US company or its subsidiaries to submit to the judgment of a US court.
The publication, sending, distribution or dissemination of this present notification, the Offering Document or other documents related to the takeover offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area can, as a general rule, also lead to the applicability of legal systems other than those of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and legal restrictions contained in these other legal systems. This present notification, the Offering Document and other documents related to the takeover offer cannot, and are not intended to be sent by third parties to countries or disseminated, distributed or published there in which this would be illegal, notwithstanding the publications in the internet required under German law. The Bidder does not permit any third party to send, publish, distribute or disseminate the Offering Document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area. Therefore, securities service companies which maintain securities accounts cannot publish, send, distribute or disseminate this present notification, the Offering Document or other documents related to the takeover offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, unless this occurs in accordance with all applicable provisions in domestic and foreign law. The Bidder is not required to make sure and also assumes no liability that the publication, sending, distribution or dissemination of this notification, the Offering Document or other documents related to the takeover offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area will be in compliance with the provisions in the respective local law.
The takeover offer announced in this notification can be accepted by all domestic and foreign shareholders of the Target Company in accordance with the provisions to be set forth in the Offering Document and the respectively applicable provisions in the law. However, the acceptance of the takeover offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area can be subject to certain legal restrictions due to local provisions. The shareholders of the Target Company who gain possession of the Offering Document outside the Federal
Republic of Germany, the Member States of the European Union and the European Economic Area and who want to accept the takeover offer under legal provisions other than those of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area are advised to inform themselves about the respectively applicable provisions in the law and comply with those provisions. The Bidder makes no representation that the acceptance of the takeover offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area is permissible under the respectively applicable provisions in the law.
Republic of Germany, the Member States of the European Union and the European Economic Area and who want to accept the takeover offer under legal provisions other than those of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area are advised to inform themselves about the respectively applicable provisions in the law and comply with those provisions. The Bidder makes no representation that the acceptance of the takeover offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area is permissible under the respectively applicable provisions in the law.
Frankfurt am Main, 31 March 2025
Grifols Biotest Holdings GmbH
Geschäftsführung
Geschäftsführung
03 April 2025
METRO AG: Reasoned Statement
31 March 2025
- The Management Board and Supervisory Board support the delisting because it is in the interests of METRO
- Offer price for METRO ordinary shares offers significant premium over the price of METRO ordinary shares prior to the announcement of the planned delisting
- Offer price does not reflect the long-term value potential of METRO AG based on the sCore strategy in the view of the Management Board and the Supervisory Board
- Management Board and Supervisory Board issue neutral statement on acceptance or non-acceptance of EPGC's purchase offer
The Management Board and the Supervisory Board of METRO AG today published their joint reasoned statement pursuant to § 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG). On 19 March 2025, EP Global Commerce GmbH (EPGC) had published the offer document for its public delisting tender offer (Offer) to all shareholders of METRO AG. The Offer is a prerequisite for the intended withdrawal of the company from the Frankfurt Stock Exchange. The Management Board and the Supervisory Board of METRO AG have each separately conducted a thorough and intensive evaluation, review and analysis of the Offer.
After careful consideration of all aspects, including the overall circumstances of the Offer as well as the commitments, objectives and intentions of EPGC contained in the Delisting Agreement and the Offer Document, both the Management Board and the Supervisory Board have independently come to the conclusion that the delisting is in the interest of METRO and therefore support the offer as a condition for the delisting.
The Management Board and Supervisory Board appreciate the investment, the future cooperation as well as the commitment of EPGC as a long-standing, active shareholder and constructive partner. EPGC has declared its intention to significantly strengthen METRO's position in the current market environment and to further support METRO's sCore strategy. The management of EPGC and METRO AG have also agreed on this in the delisting agreement dated 5 February 2025, which also contains further extensive commitments by EPGC that are in METRO's interest, for example on the retention of the group headquarters, on the financing of METRO after a delisting, on the future corporate governance and on employee-related matters.
After the delisting, the management of METRO AG will be able to pursue its strategy without taking the development of the METRO share price into consideration. METRO AG will be relieved of the financial and organisational expenses as well as the additional legal obligations associated with a stock exchange listing of the METRO shares. The Management Board and the Supervisory Board also expect that the delisting will free up management capacities that can be invested in the implementation of the sCore strategy and increase METRO's ability to react more flexibly to developments in the market environment.
The offer price offered by EPGC represents a significant premium over the price of the METRO ordinary shares prior to the publication of the planned delisting. However, the Management Board and the Supervisory Board are of the opinion that the offer price does not reflect the long-term value potential of METRO AG based on the sCore strategy and, therefore, is not adequate from a financial point of view. However, the Management Board and the Supervisory Board point out that the realisation of the long-term value potential is uncertain, as there is both an implementation risk and the risk that newly emerging, unforeseen external factors may have a negative impact on METRO.
In the view of the Management and Supervisory Board, the share market prices and analysts' forecasts on the stock exchange have not reflected the long-term earnings opportunities for some time now. In the opinion of the Management Board and Supervisory Board, this would not have changed in the foreseeable future even if the company were to remain listed on the stock exchange. Taking this into account, the Management Board and Supervisory Board believe that the offer price offered by EPGC presents an exit opportunity for risk-averse or short-term oriented investors and allow for a certain and timely realisation of an offer price above the unaffected share market prices prior to the announcement of the planned delisting.
In light of the above, the Management Board and the Supervisory Board note that different shareholders, based on their investment horizon and expectations, may have different views regarding the offer. Therefore, the Management Board and the Supervisory Board can neither generally recommend that METRO’s shareholders accept the Offer nor generally recommend that they do not accept it, which is why they refrain from making a recommendation (neutral statement).
The Management Board and the Supervisory Board point out that METRO’s shareholders should therefore decide for themselves in each individual case whether or not to accept the Offer, taking into account the overall situation as well as their individual circumstances and personal assessment of the possible future development of the value of the METRO shares (also taking into account the delisting and the extent to which they attach importance to the possibility of selling their shares on the stock exchange in a timely manner). In particular, METRO's shareholders should read the entire offer document and the entire reasoned statement before making their decision.
Note: The period for acceptance of the Offer commenced with the publication of the offer document on 19 March 2025 and is expected to end on 16 April 2025.
29 March 2025
Accentro Real Estate AG: Bondholders, minority shareholder and Management Board of ACCENTRO reach agreement in principle on comprehensive restructuring solution
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Berlin, 29 March 2025 – As part of the ongoing restructuring negotiations led by a group of bondholders, which together hold approximately 68% of the EUR 225m outstanding principal amount 2020/2026 bond and 100% of the EUR 100m outstanding principal amount 2021/2029 bond (together the "Ad Hoc Group"; the 2020/2026 and 2021/2029 bond together the "Outstanding Bonds"), an agreement in principle was reached on a comprehensive restructuring solution between the Ad Hoc Group, a minority shareholder of ACCENTRO (ADLER Real Estate GmbH and ADLER Group S.A. ("ADLER")) and ACCENTRO, which was approved by the Management Board yesterday. The signing of a commitment letter, in which the parties commit to the key parameters of the restructuring of the equity side, and an agreement on a comprehensive term sheet as part of a lock-up agreement between the Ad Hoc Group and ACCENTRO, in which the key parameters of the restructuring concept are set out, are expected to occur shortly.
The restructuring solution, which the Management Board has assessed and evaluated as the only available and therefore best option for ACCENTRO and is therefore pursuing, provides for the implementation of a restructuring project in accordance with the German Corporate Stabilization and Restructuring Act (StaRUG). The implementation of the restructuring solution is subject to various conditions precedent with regard to individual intermediate steps; these are in particular: a restructuring opinion confirming the restructuring solution, a court confirmation of the restructuring plan, the refinancing or extension of various property financings, and the approval of the Supervisory Board of ACCENTRO.
The restructuring concept is based on the key assumptions announced in the ad hoc disclosure dated 12 August 2024, whereby the economic framework conditions mentioned therein are subject to the finalization of the restructuring opinion. The restructuring concept also aims to achieve the following equity and debt capital structure:
- Capital measures pursuant to the StaRUG restructuring plan, including a partial capital reduction to EUR 10,000.00 (by way of share consolidation at a ratio of 3,243 to 1 after prior equalization by way of cancellation of 7,934 shares) and a cash capital increase excluding the subscription right of all shareholders except of ADLER by issuing 274,299 new shares to ADLER and bondholders that provide the New Super Senior Bonds. It is expected that the capital measures will result in the following post-restructuring equity: (i) ADLER c. 10.1%, (ii) Brookline Real Estate S.à r.l. und Brookline Real Estate II S.à r.l. c. 2,92%, (iii) the shares currently in free float totaling c. 0,43%, (iv) bondholders that subscribe for the New Super Senior Bonds c. 86.55%.
- Comprehensive amendments to the current respective terms and conditions of the Outstanding Bonds, in particular including:
- Bifurcation of the principal amount of the 2020/2026 bond and of the 2021/2029 bond each on a pro rata basis into senior secured principal and unsecured deeply subordinated principal and capitalisation of all interest accruing until the effective date of the restructuring. It will not be possible to trade in, sell or otherwise dispose of the senior secured principal of the Outstanding Bonds separately from the unsecured deeply subordinated principal.
Subject to adjustments as part of the finalization of the restructuring opinion the Outstanding Bonds each would comprise of presumably around 40% senior secured principal amount and around 60% unsecured deeply subordinated principal amount.
- Deferral of the maturity of the senior secured principal amount to 30 December 2028 and maturity of the unsecured deeply subordinated principal amount earliest 30 December 2028.
- Increase of the interest rate to presumably 7.0% per annum for the senior secured principal amount and presumably 15.0% per annum for the unsecured deeply subordinated principal amount. ACCENTRO may elect not to pay interest in cash but by increasing the principal outstanding amount of the Outstanding Bonds ("PIK interest"). If ACCENTRO elects to pay PIK interest on the senior secured principal amount, the interest rate will increase to presumably 8.0% per annum.The Issuance of Super Senior Bonds in the mid double-digit million euro range (the "New Super Senior Bonds") to refinance the bridge bonds, provide additional operating liquidity funds and pay transaction costs. The New Super Senior Bonds are expected to have the following main terms:
- Cash interest rate of 10% per annum and maturity on 30 December 2027 (unless previously redeemed).
- The New Super Senior Bonds will provide for a right of the holders to receive a minimum redemption of 140% of the nominal capital of the New Super Senior Bonds. Accordingly, any redemption of the New Super Senior Bonds is subject to payment of a redemption premium, which is necessary to generate such minimum return.
- The New Super Senior Bonds will be issued in a specified denomination of EUR 100,000 per note. ACCENTRO will offer all holders of the Outstanding Bonds to subscribe for New Super Senior Bonds on a pro rata basis, subject to certain regulatory conditions. ACCENTRO expects that a holder of 2020/2026 bonds will have the right to subscribe for one New Super Senior Note for each 722 2020/2026 bonds owned by such holder. In addition, each holder of the Outstanding Bonds participating in the New Super Senior Bonds will have the right to acquire new shares in ACCENTRO by way of a cash capital increase excluding the subscription rights of all shareholders except ADLER. It will not be possible to subscribe for fractions of a New Super Senior Bonds and ACCENTRO will not pay any cash compensation if a holder of the Outstanding Bonds does not hold a sufficient number of Outstanding Bonds to subscribe for New Super Senior Bonds. Subject to certain conditions, members of the Ad Hoc Group will commit to subscribe for any Super Senior Bonds which are not subscribed for by other holders of the Outstanding Bonds.
- Cumulative mandatory redemption concept
- In line with the current term of the Outstanding Bonds, ACCENTRO will be required to make early redemptions of the Outstanding Bonds and the New Super Senior Bonds from the net proceeds of investment property sales as well as the realisation of certain receivables, subject to certain thresholds and grace periods.
- Redemption payments on the senior secured principal amount of the Outstanding Bonds will only have to be made once the New Super Senior Bonds (and any prepayment premium thereon) have been paid in full. There will be no requirement to make mandatory redemption of the unsecured deeply subordinated principal amount of the Outstanding Bonds.
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