Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Münster, 24 March 2025. Following the completion of the work of the jointly commissioned valuation expert, Vectron Systems AG ("Vectron") and the Shift4 Group ("Shift4") today reached an agreement on the amount of severance payment and fixed compensation payment under the domination and profit and loss transfer agreement between Vectron as a dependent company and its majority shareholder announced on September 26, 2024.
The Supervisory Board of Vectron Systems AG today agreed to offer the outside shareholders a compensation of EUR 10.93 per Vectron share in the domination and profit and loss transfer agreement. Furthermore, Vectron and Shift4 have agreed, with the approval of the Supervisory Board, that an annual fixed compensation payment of EUR 0.47 gross (or EUR 0.40 net after deduction of current corporation tax and solidarity surcharge) per share will be paid to the outside Vectron shareholders for each full financial year.
In order to be effective, the domination and profit and loss transfer agreement requires the approval of Vectron's Annual General Meetings, which will be convened for April 25, 2025, and its entry in Vectron's commercial register. The convocation will be published today. The shareholders' meeting of the main shareholder has already given its approval.
27 March 2025
Commerzbank Aktiengesellschaft: Commerzbank successfully completes share buyback of €400 m
Corporate News 27.03.2025 / 12:11 CET/CEST
- 18,335,008 shares in total repurchased (1.5% of share capital)
- Total capital return of €1.73 bn for 2024 financial year – consisting of share buybacks totalling around €1 bn and dividend payment of approximately €733 m
- CEO Bettina Orlopp: “With the share buyback of around €400 m, we have completed another important component of our capital return for the 2024 financial year.”
Commerzbank AG successfully completed its share buyback on Wednesday, 26 March 2025. The Bank began the buyback on 14 February 2025. Since then, Commerzbank has repurchased a total of 18,335,008 of its own shares amounting to around €400 m at an average price of around €21.81 per share. This corresponds to a share of 1.5% of the Bank’s share capital. Together with the share buyback of €600 m conducted between November 2024 and January 2025, the Bank has repurchased its own shares totalling around €1 bn as part of the capital return for the year 2024.
“With the share buyback of around €400 m, we have completed another important component of our capital return for the 2024 financial year. In total, we will return around €1.73 bn, which is 71% of our net result after deduction of AT1 coupon payments, to our shareholders. For the years 2022 to 2024, the capital return amounts to €3.1 bn. This is more than we had originally committed to,” said Commerzbank CEO Bettina Orlopp.
In addition to the share buybacks, the capital return for the 2024 financial year will also include a dividend of €0.65 per share (2023: €0.35 per share). It will be proposed to the Annual General Meeting by the Board of Managing Directors and the Supervisory Board on 15 May 2025. In total, this results in a dividend payment of approximately €733 m for the 2024 financial year.
CFO Carsten Schmitt said: “Our goal for the coming years is clear: We want to sustainably increase our profitability and, based on that, continuously enhance the capital return to our shareholders. This includes not only share buybacks but also a steadily increasing dividend. For the 2025 financial year, we aim for a payout ratio of 100% of the net result before restructuring costs and after AT1 coupon payments.”
- 18,335,008 shares in total repurchased (1.5% of share capital)
- Total capital return of €1.73 bn for 2024 financial year – consisting of share buybacks totalling around €1 bn and dividend payment of approximately €733 m
- CEO Bettina Orlopp: “With the share buyback of around €400 m, we have completed another important component of our capital return for the 2024 financial year.”
Commerzbank AG successfully completed its share buyback on Wednesday, 26 March 2025. The Bank began the buyback on 14 February 2025. Since then, Commerzbank has repurchased a total of 18,335,008 of its own shares amounting to around €400 m at an average price of around €21.81 per share. This corresponds to a share of 1.5% of the Bank’s share capital. Together with the share buyback of €600 m conducted between November 2024 and January 2025, the Bank has repurchased its own shares totalling around €1 bn as part of the capital return for the year 2024.
“With the share buyback of around €400 m, we have completed another important component of our capital return for the 2024 financial year. In total, we will return around €1.73 bn, which is 71% of our net result after deduction of AT1 coupon payments, to our shareholders. For the years 2022 to 2024, the capital return amounts to €3.1 bn. This is more than we had originally committed to,” said Commerzbank CEO Bettina Orlopp.
In addition to the share buybacks, the capital return for the 2024 financial year will also include a dividend of €0.65 per share (2023: €0.35 per share). It will be proposed to the Annual General Meeting by the Board of Managing Directors and the Supervisory Board on 15 May 2025. In total, this results in a dividend payment of approximately €733 m for the 2024 financial year.
CFO Carsten Schmitt said: “Our goal for the coming years is clear: We want to sustainably increase our profitability and, based on that, continuously enhance the capital return to our shareholders. This includes not only share buybacks but also a steadily increasing dividend. For the 2025 financial year, we aim for a payout ratio of 100% of the net result before restructuring costs and after AT1 coupon payments.”
ZEAL sets new records for new customers, revenue and EBITDA in its anniversary year 2024
Corporate News
- Milestone of one million new customers per year reached for the first time
- Group revenue grows by 62% to € 188.2 million
- EBITDA almost doubled to € 61.9 million
- Expectations for new charity lottery Traumhausverlosung (English: Dream House Raffle) exceeded
- Squeeze-out of LOTTO24 AG successfully completed
Hamburg, 26 March 2025. ZEAL Network SE, the online market leader for lotteries in Germany, published its 2024 annual report today, reporting record figures for several key performance indicators. Group revenue increased by 62% to € 188.2 million (2023: € 116.1 million). At € 61.9 million, EBITDA was almost twice as high as in the previous year (2023: € 32.9 million).
“In our anniversary year 2024, we achieved a record triple in our business development in terms of new customers, revenue and EBITDA. In addition to the biggest growth in our core business since the company was founded, we have established ourselves as a pioneer in the German market with the launch of our Traumhausverlosung (English: Dream House Raffle),” comments Helmut Becker, CEO of ZEAL. “For the third year in a row, our subsidiary LOTTO24 AG has produced more record winners than any other provider in Germany. Our success is also good news for the good cause – with € 382 million in 2024, ZEAL has generated the highest sum in the company's history for social and community projects.”
“Thanks to targeted marketing measures and very successful new customer acquisition in an exceptionally good jackpot year, we reached the milestones of one million new customers and one billion in lottery billings for the first time. We are proud to have achieved the highest revenue in our company's history. At the same time, we were able to demonstrate the enormous profitability and scalability of our business model with a record EBITDA,” says Sebastian Bielski, CFO of ZEAL.
Revenue in the German lottery business grows by 59 %
ZEAL's outstanding revenue performance is largely due to strong revenue growth in lotteries. Due to a very positive jackpot situation and successful marketing measures, the average number of active customers (1,436 thousand) rose by 25%. At the same time, billings from lotteries exceeded one billion euros for the first time at € 1,080.4 million (2023: € 843.3 million). The gross margin rose by 3.1 percentage points to 15.6% due to a price increase in ticket fees in June 2024 and a change in the product mix. The parallel increase in billings and gross margin led to significant revenue growth in the lottery business of 59% to € 168.3 million (2023: € 105.7 million). ZEAL also improved its online market share by 2.4 percentage points from 41.4% to 43.8%.
Earnings almost doubled thanks to marketing efficiency and scaling effects
ZEAL achieved a record 1,259 thousand new customers in 2024, more than double the previous year's figure (2023: 597 thousand). Thanks to more efficient marketing measures, the successful acquisition of new customers led to a year-on-year decrease in acquisition costs per registered new customer (cost per lead, CPL) of 23% to € 35.16 (2023: € 45.52).
Other operating expenses increased by 58% to € 98.0 million (2023: € 62.0 million). This was largely due to strategic marketing expenses, which rose by 58% to € 56.9 million (2023: € 36.0 million), but at a significantly lower rate than the more than doubling of new customer growth. The growth and diversification of the business led to a 54% increase in the direct costs of business operations to € 18.5 million (2023: € 12.0 million). The increase in indirect operating costs to € 22.6 million (2023: € 14.0 million) was due to external consulting services and a provision of € 2.2 million connected to the squeeze-out of LOTTO24 AG.
Despite the higher costs, ZEAL was able to increase EBITDA disproportionately by 88% to € 61.9 million (2023: € 32.9 million) thanks to efficiency gains and scaling effects of the business model in relation to the strong revenue growth. At € 53.7 million, EBIT more than doubled compared to the previous year's figure (2023: € 23.6 million).
The Executive Board and Supervisory Board will propose to the Annual General Meeting on May 21, 2025 the payment of a dividend for the 2024 financial year of € 2.40 per share (2023: € 1.10), consisting of an ordinary dividend of € 1.30 and a special dividend of € 1.10. This means a total distribution to shareholders of around € 50.6 million (2023: € 23.8 million).
Dream House Raffle another highlight of the financial year
In 2024, ZEAL has launched the first charity lottery in Germany to raffle off an existing property. The first raffle of a dream house on the Baltic Sea exceeded all expectations for this product innovation and led to around 14 million tickets being sold between August and October. ZEAL was able to generate around € 1.8 million for charitable causes with the first house raffle alone, including more than € 1.2 million for the main charity partner DKMS.
Squeeze-out of LOTTO24 AG completed
With the acquisition of the remaining shares of LOTTO24 AG in 2024, ZEAL reached an important milestone in the optimization of the Group structure. The squeeze-out was completed on October 8, 2024 and the profit and loss transfer and domination agreement between ZEAL Network SE and LOTTO24 AG was entered in the commercial register on 21 November 2024.
Outlook for 2025
For the 2025 financial year, ZEAL plans to further expand its market leadership in Germany as an online provider of lottery products and to further scale its games offering and the Traumhausverlosung (English: Dream House Raffle). Depending on the general conditions and assuming an average jackpot development, the company expects revenue in the 2025 financial year to be in the range of € 195 million to € 205 million and EBITDA in the range of € 55 million to € 60 million.
About ZEAL
ZEAL Network is an e-commerce group of companies based in Hamburg and the market leader for online lotteries in Germany. Founded in 1999, we brought lotteries to the internet. Today, the ZEAL group now has more than one million active customers and more than 200 employees at three locations. ZEAL allows the participation in state-licensed lotteries via the LOTTO24 and Tipp24 brands and also offers its own lottery products. ZEAL also owns the brands ZEAL Instant Games, ZEAL Ventures and ZEAL Iberia. In the year 2024, the ZEAL Group celebrated its 25th anniversary. Since our foundation, growth, innovation and success are at the heart of what we do.
- Milestone of one million new customers per year reached for the first time
- Group revenue grows by 62% to € 188.2 million
- EBITDA almost doubled to € 61.9 million
- Expectations for new charity lottery Traumhausverlosung (English: Dream House Raffle) exceeded
- Squeeze-out of LOTTO24 AG successfully completed
Hamburg, 26 March 2025. ZEAL Network SE, the online market leader for lotteries in Germany, published its 2024 annual report today, reporting record figures for several key performance indicators. Group revenue increased by 62% to € 188.2 million (2023: € 116.1 million). At € 61.9 million, EBITDA was almost twice as high as in the previous year (2023: € 32.9 million).
“In our anniversary year 2024, we achieved a record triple in our business development in terms of new customers, revenue and EBITDA. In addition to the biggest growth in our core business since the company was founded, we have established ourselves as a pioneer in the German market with the launch of our Traumhausverlosung (English: Dream House Raffle),” comments Helmut Becker, CEO of ZEAL. “For the third year in a row, our subsidiary LOTTO24 AG has produced more record winners than any other provider in Germany. Our success is also good news for the good cause – with € 382 million in 2024, ZEAL has generated the highest sum in the company's history for social and community projects.”
“Thanks to targeted marketing measures and very successful new customer acquisition in an exceptionally good jackpot year, we reached the milestones of one million new customers and one billion in lottery billings for the first time. We are proud to have achieved the highest revenue in our company's history. At the same time, we were able to demonstrate the enormous profitability and scalability of our business model with a record EBITDA,” says Sebastian Bielski, CFO of ZEAL.
Revenue in the German lottery business grows by 59 %
ZEAL's outstanding revenue performance is largely due to strong revenue growth in lotteries. Due to a very positive jackpot situation and successful marketing measures, the average number of active customers (1,436 thousand) rose by 25%. At the same time, billings from lotteries exceeded one billion euros for the first time at € 1,080.4 million (2023: € 843.3 million). The gross margin rose by 3.1 percentage points to 15.6% due to a price increase in ticket fees in June 2024 and a change in the product mix. The parallel increase in billings and gross margin led to significant revenue growth in the lottery business of 59% to € 168.3 million (2023: € 105.7 million). ZEAL also improved its online market share by 2.4 percentage points from 41.4% to 43.8%.
Earnings almost doubled thanks to marketing efficiency and scaling effects
ZEAL achieved a record 1,259 thousand new customers in 2024, more than double the previous year's figure (2023: 597 thousand). Thanks to more efficient marketing measures, the successful acquisition of new customers led to a year-on-year decrease in acquisition costs per registered new customer (cost per lead, CPL) of 23% to € 35.16 (2023: € 45.52).
Other operating expenses increased by 58% to € 98.0 million (2023: € 62.0 million). This was largely due to strategic marketing expenses, which rose by 58% to € 56.9 million (2023: € 36.0 million), but at a significantly lower rate than the more than doubling of new customer growth. The growth and diversification of the business led to a 54% increase in the direct costs of business operations to € 18.5 million (2023: € 12.0 million). The increase in indirect operating costs to € 22.6 million (2023: € 14.0 million) was due to external consulting services and a provision of € 2.2 million connected to the squeeze-out of LOTTO24 AG.
Despite the higher costs, ZEAL was able to increase EBITDA disproportionately by 88% to € 61.9 million (2023: € 32.9 million) thanks to efficiency gains and scaling effects of the business model in relation to the strong revenue growth. At € 53.7 million, EBIT more than doubled compared to the previous year's figure (2023: € 23.6 million).
The Executive Board and Supervisory Board will propose to the Annual General Meeting on May 21, 2025 the payment of a dividend for the 2024 financial year of € 2.40 per share (2023: € 1.10), consisting of an ordinary dividend of € 1.30 and a special dividend of € 1.10. This means a total distribution to shareholders of around € 50.6 million (2023: € 23.8 million).
Dream House Raffle another highlight of the financial year
In 2024, ZEAL has launched the first charity lottery in Germany to raffle off an existing property. The first raffle of a dream house on the Baltic Sea exceeded all expectations for this product innovation and led to around 14 million tickets being sold between August and October. ZEAL was able to generate around € 1.8 million for charitable causes with the first house raffle alone, including more than € 1.2 million for the main charity partner DKMS.
Squeeze-out of LOTTO24 AG completed
With the acquisition of the remaining shares of LOTTO24 AG in 2024, ZEAL reached an important milestone in the optimization of the Group structure. The squeeze-out was completed on October 8, 2024 and the profit and loss transfer and domination agreement between ZEAL Network SE and LOTTO24 AG was entered in the commercial register on 21 November 2024.
Outlook for 2025
For the 2025 financial year, ZEAL plans to further expand its market leadership in Germany as an online provider of lottery products and to further scale its games offering and the Traumhausverlosung (English: Dream House Raffle). Depending on the general conditions and assuming an average jackpot development, the company expects revenue in the 2025 financial year to be in the range of € 195 million to € 205 million and EBITDA in the range of € 55 million to € 60 million.
About ZEAL
ZEAL Network is an e-commerce group of companies based in Hamburg and the market leader for online lotteries in Germany. Founded in 1999, we brought lotteries to the internet. Today, the ZEAL group now has more than one million active customers and more than 200 employees at three locations. ZEAL allows the participation in state-licensed lotteries via the LOTTO24 and Tipp24 brands and also offers its own lottery products. ZEAL also owns the brands ZEAL Instant Games, ZEAL Ventures and ZEAL Iberia. In the year 2024, the ZEAL Group celebrated its 25th anniversary. Since our foundation, growth, innovation and success are at the heart of what we do.
18 March 2025
ECB authorizes UniCredit to increase Commerzbank stake to 29.9%
Press Release of UniCredit S.p.A.
- Decision beyond current investment not likely in 2025 - antitrust, discussions with key stakeholders and other considerations are further extending the timeline
- Economic downside is protected, with gain carried and full optionality retained
- UniCredit's focus remains on delivery of existing strategic plan
Milan, 14 March 2025 - UniCredit has received ECB authorization to acquire a direct stake in Commerzbank of up to 29.9%.
While the approval underscores UniCredit's financial strength and regulatory compliance, there are still many factors that will determine any further steps and their associated timeline.
However, several further approvals are still required before the c.18.5% shares held through derivatives can be converted into physical shares, including from the Germany Federal Cartel Office.
In addition, UniCredit is awaiting the opportunity to initiate a constructive dialogue with the new German government once formed.
As shareholder, we are pleased that our investment has driven some positive change at Commerzbank, which, together with the recent more optimistic view on German macro, has driven a substantial increase in the bank share price. However, only significant time will reveal if the plan is executable and hence determine whether such price appreciation is justified and sustainable.
As a result, our original timeline for deciding on whether to proceed or not with a potential combination is now likely to extend well beyond the end of 2025.
UniCredit's focus remains on executing on the second phase of our UniCredit Unlocked strategy, which in today's increasingly volatile external environment will further positively differentiate our performance and distributions from those of the rest of the sector. We have secured optionality on external growth options that we shall execute on only if they meet our financial metrics and improve our exciting base plan.
12 March 2025
CLIQ Digital AG: CLIQ Announces Consideration of Delisting
Corporate News
- Delisting considered
- Delisting considered
- Potential public tender & repurchase offers
- AGM postponed until further notice
DUSSELDORF, 10 March 2025 - On 6 March 2025, the CLIQ Group announced via an ad hoc announcement that CLIQ is considering a delisting from all stock exchanges on which the company's shares are currently listed. As part of this process, CLIQ has entered into an agreement with Dylan Media B.V., which is evaluating an acquisition of a substantial number of outstanding CLIQ shares.
Delisting
The decision to explore a delisting is primarily driven by the low investor demand for the CLIQ shares, alongside the reporting obligations and costs associated with being a publicly listed company. A possible delisting would also enhance operational flexibility and decision-making without short-term market pressures. Already for a while, capital markets have no longer been the most viable financing option for CLIQ and any turnaround in this respect is not foreseen in the near future. A potential public partial acquisition offer by Dylan Media and a potential public partial share repurchase offer by CLIQ would give CLIQ shareholders an option to dispose of their shares should they wish to not remain shareholders in an unlisted company.
Potential public partial acquisition offer by Dylan Media
Dylan Media is considering a public partial acquisition offer to CLIQ's shareholders who wish to sell their shares before CLIQ transitions into a non-listed company. Dylan Media is a privately owned Dutch investment company, funded by international investors, experienced media executives and a group of existing CLIQ shareholders, including members of the Management and Supervisory Boards. CLIQ acknowledges that Dylan Media is still negotiating with equity and debt providers to obtain additional funding and has not yet finalised the scope or conditions of its potential partial acquisition offer.
Potential public partial share repurchase offer by CLIQ
Depending on the scope and conditions of the potential offer by Dylan Media, and CLIQ's resulting shareholder structure, the Group may also propose to its General Meeting a public partial share repurchase offer. If resolved, this would trigger the acquisition of treasury shares, which would then - after the completion of CLIQ's partial public share repurchase offer - be cancelled and reduce CLIQ's share capital accordingly. Notably, in case CLIQ will launch a share repurchase offer, Dylan Media has agreed not to participate in any potential repurchase offer with the CLIQ shares it holds.
Annual General Meeting & Financial reporting
As a result of these ongoing developments, CLIQ's Annual General Meeting, originally scheduled for 11 April 2025, has been postponed to a later date. Until further notice, CLIQ intends to publish its financial results for the first quarter 2025 as planned on 8 May 2025.
Management Board statement
"BothCLIQ's Management and Supervisory Boards express their support for Dylan Media's plans. Furthermore, the Boards also support the delisting, contingent on Dylan Media holding a significant shareholding in CLIQ," said Ben Bos, member of the Management Board. "CLIQ remains committed to keeping all stakeholders informed throughout this process."
About CLIQ
The CLIQ Group is a data-driven online performance marketing company that sells bundled subscription-based digital products to consumers worldwide. The Group licenses content from partners, bundles it to digital products, and sells them via performance marketing. CLIQ is expert in turning consumer interest into sales by monetising online traffic using an omnichannel approach.
The Group operated in 40 countries and employed 132 staff from 33 different nationalities as at 31 December 2024. The company is headquartered in Düsseldorf and has offices in Amsterdam and Paris. CLIQ Digital is listed in the Scale segment of the Frankfurt Stock Exchange (ISIN: DE000A35JS40, GSIN/WKN: A35JS4) and is a constituent of the MSCI World Micro Cap Index.
Visit our website https://cliqdigital.com/investors. Here you will find all publications and further information about CLIQ. You can also follow us on LinkedIn.
DUSSELDORF, 10 March 2025 - On 6 March 2025, the CLIQ Group announced via an ad hoc announcement that CLIQ is considering a delisting from all stock exchanges on which the company's shares are currently listed. As part of this process, CLIQ has entered into an agreement with Dylan Media B.V., which is evaluating an acquisition of a substantial number of outstanding CLIQ shares.
Delisting
The decision to explore a delisting is primarily driven by the low investor demand for the CLIQ shares, alongside the reporting obligations and costs associated with being a publicly listed company. A possible delisting would also enhance operational flexibility and decision-making without short-term market pressures. Already for a while, capital markets have no longer been the most viable financing option for CLIQ and any turnaround in this respect is not foreseen in the near future. A potential public partial acquisition offer by Dylan Media and a potential public partial share repurchase offer by CLIQ would give CLIQ shareholders an option to dispose of their shares should they wish to not remain shareholders in an unlisted company.
Potential public partial acquisition offer by Dylan Media
Dylan Media is considering a public partial acquisition offer to CLIQ's shareholders who wish to sell their shares before CLIQ transitions into a non-listed company. Dylan Media is a privately owned Dutch investment company, funded by international investors, experienced media executives and a group of existing CLIQ shareholders, including members of the Management and Supervisory Boards. CLIQ acknowledges that Dylan Media is still negotiating with equity and debt providers to obtain additional funding and has not yet finalised the scope or conditions of its potential partial acquisition offer.
Potential public partial share repurchase offer by CLIQ
Depending on the scope and conditions of the potential offer by Dylan Media, and CLIQ's resulting shareholder structure, the Group may also propose to its General Meeting a public partial share repurchase offer. If resolved, this would trigger the acquisition of treasury shares, which would then - after the completion of CLIQ's partial public share repurchase offer - be cancelled and reduce CLIQ's share capital accordingly. Notably, in case CLIQ will launch a share repurchase offer, Dylan Media has agreed not to participate in any potential repurchase offer with the CLIQ shares it holds.
Annual General Meeting & Financial reporting
As a result of these ongoing developments, CLIQ's Annual General Meeting, originally scheduled for 11 April 2025, has been postponed to a later date. Until further notice, CLIQ intends to publish its financial results for the first quarter 2025 as planned on 8 May 2025.
Management Board statement
"BothCLIQ's Management and Supervisory Boards express their support for Dylan Media's plans. Furthermore, the Boards also support the delisting, contingent on Dylan Media holding a significant shareholding in CLIQ," said Ben Bos, member of the Management Board. "CLIQ remains committed to keeping all stakeholders informed throughout this process."
About CLIQ
The CLIQ Group is a data-driven online performance marketing company that sells bundled subscription-based digital products to consumers worldwide. The Group licenses content from partners, bundles it to digital products, and sells them via performance marketing. CLIQ is expert in turning consumer interest into sales by monetising online traffic using an omnichannel approach.
The Group operated in 40 countries and employed 132 staff from 33 different nationalities as at 31 December 2024. The company is headquartered in Düsseldorf and has offices in Amsterdam and Paris. CLIQ Digital is listed in the Scale segment of the Frankfurt Stock Exchange (ISIN: DE000A35JS40, GSIN/WKN: A35JS4) and is a constituent of the MSCI World Micro Cap Index.
Visit our website https://cliqdigital.com/investors. Here you will find all publications and further information about CLIQ. You can also follow us on LinkedIn.
10 March 2025
Zalando has secured more than 90% of ABOUT YOU’s share capital without treasury shares and announces firm intention to implement a squeeze-out of minority shareholders of ABOUT YOU
Corporate News
Berlin, 7 March 2025 // Zalando SE (Zalando) has successfully secured more than 90% of the share capital of ABOUT YOU Holding SE (ABOUT YOU) without treasury shares through its public takeover offer (Takeover Offer) and related agreements. The acceptance period for the Takeover Offer expired at midnight (CET) on 6 March 2025. The final results of the Takeover Offer will be published on 11 March 2025. Closing of the Takeover Offer, which is still subject to regulatory approvals, is expected to take place in summer 2025.
On this basis, Zalando has the firm intention to implement a squeeze-out of the remaining minority shareholders of ABOUT YOU following closing of the Takeover Offer and the agreements entered into with key shareholders. Zalando has informed the management board of ABOUT YOU about this firm intention today. Zalando plans to implement the squeeze-out in connection with a merger of ABOUT YOU as transferring entity with Zalando or a wholly-owned subsidiary of Zalando as acquiring entity (merger squeeze-out), unless Zalando reaches an ownership of 95% of the relevant shares, which enables a direct squeeze-out without merger. In both cases, Zalando would acquire the remaining shares of ABOUT YOU in exchange for an adequate cash compensation. The amount of the cash compensation per ABOUT YOU share will be determined at a later date.
About Zalando
Berlin, 7 March 2025 // Zalando SE (Zalando) has successfully secured more than 90% of the share capital of ABOUT YOU Holding SE (ABOUT YOU) without treasury shares through its public takeover offer (Takeover Offer) and related agreements. The acceptance period for the Takeover Offer expired at midnight (CET) on 6 March 2025. The final results of the Takeover Offer will be published on 11 March 2025. Closing of the Takeover Offer, which is still subject to regulatory approvals, is expected to take place in summer 2025.
On this basis, Zalando has the firm intention to implement a squeeze-out of the remaining minority shareholders of ABOUT YOU following closing of the Takeover Offer and the agreements entered into with key shareholders. Zalando has informed the management board of ABOUT YOU about this firm intention today. Zalando plans to implement the squeeze-out in connection with a merger of ABOUT YOU as transferring entity with Zalando or a wholly-owned subsidiary of Zalando as acquiring entity (merger squeeze-out), unless Zalando reaches an ownership of 95% of the relevant shares, which enables a direct squeeze-out without merger. In both cases, Zalando would acquire the remaining shares of ABOUT YOU in exchange for an adequate cash compensation. The amount of the cash compensation per ABOUT YOU share will be determined at a later date.
About Zalando
Founded in Berlin in 2008, Zalando is building the leading pan-European ecosystem for fashion and lifestyle e-commerce around two growth vectors: Business-to-Consumer (B2C) and Business-to-Business (B2B). In B2C, we offer an inspiring and quality multi-brand shopping experience for fashion and lifestyle products to more than 50 million active customers in 25 markets. In B2B, we are using our logistics infrastructure, software and service capabilities to help brands and retailers run and scale their entire e-commerce business, on or off Zalando. As an ecosystem, Zalando aims to enable positive change for the fashion and lifestyle industry.
06 March 2025
VARTA AG: VARTA AG expects the capital measures to take effect in the short term, leading to the cancellation of the existing shares and to a delisting
VARTA AG, Ellwangen, ISIN: DE000A0TGJ55
Publication of inside information in accordance with Article 17 of Regulation (EU) No. 596/2014
Ellwangen, March 5, 2025. VARTA AG (“Company”) expects that the simplified reduction of the Company's share capital to EUR 0 and a simultaneous cash and non-cash capital increase with the exclusion of subscription rights (collectively, “capital measures”), as provided for in the legally binding restructuring plan for the financial restructuring, will take effect in the short term upon entry in the commercial register.
The management board, with the consent of the supervisory board, has decided to implement the capital reduction and the simultaneous capital increase. As provided in the restructuring plan, the shares issued in return for cash and non-cash contributions as part of the re-increase of the share capital are being subscribed to solely by a company controlled by the Company's current indirect majority shareholder Dr. Dr. Michael Tojner (“MT InvestCo”), an investment company of Dr. Ing. h.c. F. Porsche AG (“Porsche”) and a company indirectly held by MT InvestCo and Porsche (“MidCo”).
The entry of the share capital reduction to EUR 0 will result in the previous shareholders of the Company being eliminated without compensation due to the cancellation of the VARTA shares currently issued (“existing shares”) and the termination of the current shares' stock exchange listing (delisting). The existing shares will be written off by the custodian institutions and Clearstream Banking AG in the days following the entry of the capital reduction in the commercial register.
After the entry of the capital measures in the commercial register, the Company will promptly create the conditions for the disbursement of the new EUR 60 million super senior loan. Prior to this, MT InvestCo and Porsche will provide the Company with cash funds of approximately EUR 40 million as a contribution to the capital reserve, and the transfer of shares in real estate companies with a value of approximately EUR 20 million to the Company by MT InvestCo will take effect.
The measures implemented as part of the restructuring will establish sustainable financing for the Company and make it fit for the future.
Art Technology Holdings, Inc.: Art Technology Holdings Inc. Announces Intent to Explore a Bid to Acquire Majority Control of Artnet
Business news for the stock market
Tuesday, March 4, 2025
The Silicon Valley Software Development Company was in Berlin at The Artnet Annual General Meeting of Shareholders to Explore a Tender for the Majority Control of Artnet Shares and a Subsequent Take-Private Transaction
San Francisco, CA – Last week at the Artnet Annual General Shareholder Meeting, Art Technology Holdings (ATH) formally announced their intent to explore a bid to acquire majority control of Artnet - a leader provider of auction pricing data for fine art and a well-respected media voice in the fine art industry. Senior executives from ATH were in Berlin last week to meet with shareholders and explore a tender offer for a price of €11 per share.
"Artnet is a very well-respected asset in the world of fine art. The company is the leading destination for critical data about art pricing and industry trends – creating a backbone for the development of the industry as a whole. Unfortunately, the company has not achieved its full potential and requires new leadership, ideas and technology to better serve the buyers and sellers in the global fine art market," said Garry McGuire, Executive Chairman of ATH. "We believe we can create value for shareholders and subscribers by changing management, investing working capital, and bringing Silicon Valley technology innovation to the business."
Trevor Ruegg, CEO of ATH further added, "Artnet has significant technical debt and has been starved of investment capital due to its size and public company micro-cap limitations. This is a company that should be taken private and injected with new capital and strategies to better serve their customers and the art market more broadly. ATH seeks to provide infrastructure that will become a catalyst for growth in the fine art market, creating incrementality while not disintermediating participants in the current value chain."
ATH is partnering with a syndicate of major shareholders, including Weng Fine Art (WFA), led by Rüdiger K. Weng, and a blend of private equity and ultra-high net worth individuals. ATH would tender the offer under a Special Purpose Vehicle (SPV) and plan to partner with existing management and board to ensure value protection as the company is taken private and delisted.
The global art market is estimated to have delivered approximately $65B USD in sales in 2024 with approximately $12B USD coming from online art sales. While the global art market has suffered from lack of growth in recent years, Artnet, with the strongest customer base across the sector, has significant growth opportunities across data licensing, media, and online art sales.
For more information, please contact ATH at pr@arttechholdings.com.
About Art Technology Holdings, Inc.:
ATH is a Silicon Valley software development company focused on enhancing the buying and selling of fine art by developing software and workflow infrastructure that supports the entire fine art sell-side ecosystem: art advisors, art galleries, auction houses, and art fairs. The company is developing B2B software solutions that use Artificial Intelligence to create a modern discovery and preference matching process through data-driven aesthetic taste development, as well as using Blockchain to address art registration and authenticity, provenance, and additional transactional friction.
Tuesday, March 4, 2025
The Silicon Valley Software Development Company was in Berlin at The Artnet Annual General Meeting of Shareholders to Explore a Tender for the Majority Control of Artnet Shares and a Subsequent Take-Private Transaction
San Francisco, CA – Last week at the Artnet Annual General Shareholder Meeting, Art Technology Holdings (ATH) formally announced their intent to explore a bid to acquire majority control of Artnet - a leader provider of auction pricing data for fine art and a well-respected media voice in the fine art industry. Senior executives from ATH were in Berlin last week to meet with shareholders and explore a tender offer for a price of €11 per share.
"Artnet is a very well-respected asset in the world of fine art. The company is the leading destination for critical data about art pricing and industry trends – creating a backbone for the development of the industry as a whole. Unfortunately, the company has not achieved its full potential and requires new leadership, ideas and technology to better serve the buyers and sellers in the global fine art market," said Garry McGuire, Executive Chairman of ATH. "We believe we can create value for shareholders and subscribers by changing management, investing working capital, and bringing Silicon Valley technology innovation to the business."
Trevor Ruegg, CEO of ATH further added, "Artnet has significant technical debt and has been starved of investment capital due to its size and public company micro-cap limitations. This is a company that should be taken private and injected with new capital and strategies to better serve their customers and the art market more broadly. ATH seeks to provide infrastructure that will become a catalyst for growth in the fine art market, creating incrementality while not disintermediating participants in the current value chain."
ATH is partnering with a syndicate of major shareholders, including Weng Fine Art (WFA), led by Rüdiger K. Weng, and a blend of private equity and ultra-high net worth individuals. ATH would tender the offer under a Special Purpose Vehicle (SPV) and plan to partner with existing management and board to ensure value protection as the company is taken private and delisted.
The global art market is estimated to have delivered approximately $65B USD in sales in 2024 with approximately $12B USD coming from online art sales. While the global art market has suffered from lack of growth in recent years, Artnet, with the strongest customer base across the sector, has significant growth opportunities across data licensing, media, and online art sales.
For more information, please contact ATH at pr@arttechholdings.com.
About Art Technology Holdings, Inc.:
ATH is a Silicon Valley software development company focused on enhancing the buying and selling of fine art by developing software and workflow infrastructure that supports the entire fine art sell-side ecosystem: art advisors, art galleries, auction houses, and art fairs. The company is developing B2B software solutions that use Artificial Intelligence to create a modern discovery and preference matching process through data-driven aesthetic taste development, as well as using Blockchain to address art registration and authenticity, provenance, and additional transactional friction.
APONTIS PHARMA AG: Zentiva AG submits formal request to carry out a merger squeeze-out of the minority shareholders of APONTIS PHARMA AG – merger agreement planned
Publication of inside information pursuant to Article 17 of the Regulation (EU) No. 596/2014
Monheim / Rhein, 5 March 2025. Zentiva AG today submitted a formal request to APONTIS PHARMA AG (“APONTIS PHARMA” or the “Company”, Ticker APPH / ISIN DE000A3CMGM5) pursuant to Sections 62 para.1 and para. 5 UmwG (German Transformation 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, and the Annual General Meeting of APONTIS PHARMA AG is to resolve on the transfer of the shares of the remaining shareholders (minority shareholders) to Zentiva as the majority shareholder in return for an appropriate cash compensation (so-called squeeze-out under merger law).
Zentiva has informed APONTIS PHARMA that it holds approximately 93.83% of the Company’s share capital after deduction of the number of treasury shares of APONTIS PHARMA (170,000 shares) in accordance with Section 62 para. 1 sentence 2 UmwG. As a result, Zentiva is the majority shareholder of APONTIS PHARMA within the meaning of Section 62 (5) UmwG in conjunction with Section 327a (1) AktG.
The amount of the appropriate cash compensation that Zentiva will grant to the remaining shareholders of the Company for the transfer of the shares will be announced by Zentiva at a later date.
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.
Zentiva has proposed the commencement of negotiations on a merger agreement between Zentiva and APONTIS PHARMA.
Monheim / Rhein, 5 March 2025. Zentiva AG today submitted a formal request to APONTIS PHARMA AG (“APONTIS PHARMA” or the “Company”, Ticker APPH / ISIN DE000A3CMGM5) pursuant to Sections 62 para.1 and para. 5 UmwG (German Transformation 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, and the Annual General Meeting of APONTIS PHARMA AG is to resolve on the transfer of the shares of the remaining shareholders (minority shareholders) to Zentiva as the majority shareholder in return for an appropriate cash compensation (so-called squeeze-out under merger law).
Zentiva has informed APONTIS PHARMA that it holds approximately 93.83% of the Company’s share capital after deduction of the number of treasury shares of APONTIS PHARMA (170,000 shares) in accordance with Section 62 para. 1 sentence 2 UmwG. As a result, Zentiva is the majority shareholder of APONTIS PHARMA within the meaning of Section 62 (5) UmwG in conjunction with Section 327a (1) AktG.
The amount of the appropriate cash compensation that Zentiva will grant to the remaining shareholders of the Company for the transfer of the shares will be announced by Zentiva at a later date.
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.
Zentiva has proposed the commencement of negotiations on a merger agreement between Zentiva and APONTIS PHARMA.
20 February 2025
Vectron Systems AG: Vectron accelerates business model restructuring / Results 2024 / Personnel changes
Corporate News
According to preliminary calculations, Vectron Systems AG (Vectron), a
leading provider of intelligent POS systems and cloud services with a
focus on the hospitality and bakery industries, closed
the past financial year 2024 in accordance with the local GAAP (HGB)
and considering its 100% stake in acardo group AG, Dortmund, with
cumulated sales of EUR 42 million and an operating result
(EBITDA) of EUR -0.7 million. In Vectron's core business, the share of
recurring revenues continued to increase and now exceeds 50%, while
one-off revenues are also declining in absolute
terms.
Following the completion of the delisting from the Frankfurt Stock Exchange (Scale Segment) as per September 30th,
2024, the Management Board had decided to discontinue IFRS-reporting
and henceforth to limit itself to local GAAP (HGB standard). Against
that background, no comparative figures for previous year are provided.
In December 2024, an attractive product bundle consisting of POS
systems and digital services from Vectron as well as Shift4's payment
processing services was launched in cooperation with strategic
partner and major shareholder Shift4.
As of November 30th, 2024, two out of three Supervisory
Board members, Andreas Prenner (Deputy Chairman) and Jürgen Gallmann,
have resigned. Upon recommendation of the Management Board,
the Local Court of Münster appointed two members of Shift4 Group’s
Executive Board, Jordan Frankel (Group Legal Counsel) and Luke Thomas
(Chief Strategy Officer), as new members of the Supervisory
Board with effect from December 1st, 2024. They are up for re-election or confirmation by the Annual General Meeting scheduled on July 2nd,
2025. Prof. Dr. Dr. Claudius
Schikora will remain on the Supervisory Board as Chairman and as
independent member. At its ordinary meeting on 18.12.2024, the
Supervisory Board elected Jordan Frankel, who accepted this election,
as the new Deputy Chairman. The Supervisory Board thus not only
reflects the approximate shareholding quota of Shift4, but also a
competence profile that is appropriate to the market, supervisory
and advisory requirements.
With effect from December 31st, 2024, Christoph Thye has
resigned from Vectron’s Management Board in agreement with the
Supervisory Board. From now on, he will fully concentrate on his
role as CEO of acardo group AG and, as such, will remain part of Vectron
Group for this important business unit.
The conclusion of a domination and profit and loss transfer agreement
between Shift4 and Vectron, which has already been announced on several
occasions, is in preparation.
About Vectron Systems AG:
With more than 250,000 POS systems sold to date, Vectron Systems AG is
one of the largest European providers of POS solutions. Building on
this, the area of apps integrated into the cash registers as
well as digital and cloud-based services is becoming increasingly
important in the hospitality and bakery industries. The range of
solutions comprises loyalty and payment functions as well as
omni-channel ordering, online reservations and online reporting.
In the food and non-food retail segment, 100 percent subsidiary acardo
AG is one of the leading providers of consumer activation tools such as
coupons, cashback solutions and consumer apps in
Germany. These are now used in more than 30,000 points of sale,
consisting of groceries, drugstores, cinemas and pharmacies. acardo
offers a full service, from conception to technical implementation
and coupon clearing. Its customers include the largest companies in the
respective industry, e.g. EDEKA, Müller, Nestlé, Unilever, Kellogg ́s,
Krombacher, Coca-Cola, PEPSI, Beiersdorf, Hexal, CinemaxX, Cineplex, Universal and Warner Bros.
In June 2024, the majority of shares in Vectron Systems AG were acquired
by Shift4. The New York-listed US company with more than USD 2.5
billion in sales (2023) is a leading provider of software and
payment processing solutions. Shift4 serves merchants of all sizes
across a wide range of industries, from small owner-managed local
businesses to multinational corporations. The latter can be served
seamlessly in the USA and Europe in the future as a result of combining
both businesses.
New Work SE: Burda Digital SE submits demand for squeeze-out
Corporate News
Hamburg, 19 February 2025 – Burda Digital SE (“Burda”) has on 18 February 2025 informed the management board of New Work SE (“New Work” or “Company”) that it directly holds 97.07% of New Work shares and has, as the Company’s principal shareholder, submitted a demand for the general meeting of New Work to pass a resolution on the transfer of the shares of the remaining minority shareholders of New Work to Burda against an appropriate cash settlement according to section 327a para. 1 sentence 1 Stock Corporation Act (squeeze-out under Stock Corporation Act).
Burda has announced that it will notify New Work of the amount of the cash settlement with an additional notice, a so-called specified demand, as soon as the amount has been determined.
19 February 2025
ABOUT YOU Holding SE: ABOUT YOU'S Management Board and Supervisory Board Support Zalando's Public Takeover Offer
PRESS RELEASE
- ABOUT YOU's Management Board and Supervisory Board recommend shareholders to accept Zalando's takeover offer
- Cash offer of EUR 6.50 per share regarded as a fair and reasonable offer price
- Strategy to build pan-European ecosystem for fashion and lifestyle e-commerce combines the strengths of both companies, offering significant value creation potential in B2B and B2C
- Acceptance period for the takeover offer ends on February 17, 2025, at 24:00 CET
Hamburg | January 31, 2025 – The Management Board and Supervisory Board of ABOUT YOU Holding SE today issued their joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) regarding the voluntary public takeover offer made by Zalando SE on January 20, 2025, for ABOUT YOU shares.
After a thorough review of the offer document, the Management Board and Supervisory Board expressly support the takeover offer. Both boards are convinced that the business combination of ABOUT YOU and Zalando offers significant value creation potential. They unanimously support the creation of a combined Group that, as a pan-European ecosystem for fashion and lifestyle e-commerce, will generate substantial synergies and will have an attractive long-term financial profile. Thus, the Management Board and Supervisory Board recommend that ABOUT YOU's shareholders accept the current takeover offer.
“After careful review by the Management Board and Supervisory Board, we are confident that the offer is in the best interest of ABOUT YOU, our shareholders, employees, and partners,” says Tarek Müller, the ABOUT YOU Group's Co-Founder and Co-CEO. “Besides a similar corporate culture, ABOUT YOU and Zalando share a drive to rethink fashion shopping and create the best possible experience for customers. Teaming up brings something unique: two separately operated brands in B2C, each tailored to the needs of its customers, while leveraging our strengths to create a powerful B2B platform.”
KEY ASPECTS OF THE REASONED STATEMENT
The statement is based on the offer document published on January 20, 2025, for the acquisition of up to 100% of ABOUT YOU's share capital. The Management Board and Supervisory Board of ABOUT YOU welcome the strategic and economic intentions outlined by Zalando, which have essentially been agreed upon between ABOUT YOU and Zalando in the business combination agreement signed on December 11, 2024, and balance the interests of both parties.
Both companies intend to bring together their capabilities and expertise to form a combined Group, enabling them to obtain a larger share in the European fashion market and accelerate progress toward a more sustainable future for the business and the industry.
For the business-to-business operations, the Management Board and Supervisory Board are positive about the integration of the complementary B2B services of both companies to build a holistic e-commerce operating system. SCAYLE, one of the world's fastest-growing enterprise commerce platforms, is set to be integrated into Zalando's B2B segment, and will significantly strengthen the joint offering for enterprise customers.
The boards expressly support the planned dual-brand strategy for the business-to-consumer business. ABOUT YOU and Zalando will retain their distinct brand identities and operate their online fashion stores largely independently. Selected capabilities will be combined to unlock synergies. ABOUT YOU will continue to be Europe's most personalized online fashion store for its more than 12 million style-led customers, offering an inspiring assortment of over 700,000 items.
The Management Board and Supervisory Board approve that ABOUT YOU’s current Management Board team should continue in their roles after the transaction is completed. With this partnership, two founder-led companies come together, built on a complementary culture and capabilities. ABOUT YOU and Zalando agree that their similar corporate cultures and shared values form the foundation for the combined Group's past and future success.
FAIR OFFER PRICE OF EUR 6.50 PER SHARE
ABOUT YOU's Management Board and Supervisory Board, together with their advisors, have reviewed and evaluated Zalando's takeover offer regarding the fairness of the offer price of EUR 6.50 per share. The offer consideration of EUR 6.50 represents a premium of 22.87% over the average analyst target price of EUR 5.29 (median: EUR 5.80) and a premium of 107% over ABOUT YOU’s three-month volume-weighted average share price on December 10, 2024, the last trading day before Zalando announced its intention to submit a takeover offer.
Against this background, the boards regard the offer price of EUR 6.50 per share as fair and appropriate from a financial perspective.
ACCEPTANCE PERIOD UNTIL FEBRUARY 17, 2025
The acceptance period for the offer began with the publication of the offer document at https://the-perfect-fit.de on January 20, 2025, and ends on February 17, 2025, at 24:00 hours CET (local time in Frankfurt am Main, Germany). ABOUT YOU shareholders should contact their respective custodian bank to tender their shares and inquire for any relevant deadlines set by their custodian banks which may require actions prior to the formal end of the acceptance period.
The takeover offer is not subject to a minimum acceptance threshold and is subject to customary closing conditions including antitrust approvals. The transaction is currently expected to close in summer 2025.
Further details are outlined in the joint reasoned statement of ABOUT YOU's Management Board and Supervisory Board. This document, along with a non-binding English translation, is available on ABOUT YOU’s Investor Relations website.
ABOUT YOU GROUP
The ABOUT YOU Group is an international e-commerce group, organized into different strategic business units: The online fashion store ABOUT YOU represents the Group's business-to-consumer business. With over 12 million active customers, ABOUT YOU is one of the largest online retailers for fashion and lifestyle in Europe and the leading provider of a personalized shopping experience on smartphones. In the award-winning ABOUT YOU app and on aboutyou.com, customers find inspiration and a range of more than 700,000 items from around 4,000 brands. The Group's business-to-business operations are largely handled by SCAYLE GmbH. SCAYLE offers a modern, cloud-based enterprise shop system that enables brands and retailers to scale their digital businesses quickly and flexibly, and adapt to growing customer needs. Over 200 online stores choose SCAYLE's Commerce technology under a license model, including leading brands and retailers such as Harrods, Manchester United, Deichmann, Fielmann, and FC Bayern. The newest subsidiary of the ABOUT YOU Group, SCAYLE Payments GmbH, complements the Group's portfolio of payment services. The payment service provider received the payment services license from the German Federal Financial Supervisory Authority (BaFin) in October 2024 and is currently being rolled out across various European markets. SCAYLE Payments enables the seamless integration of modern payment solutions and helps to scale customers' digital business models.
For further information, please visit: corporate.aboutyou.de/en.
CompuGroup Medical SE & Co. KGaA: Final results of voluntary public takeover offer – CVC has secured 21.85% of total share capital and voting rights of CompuGroup Medical
Corporate News
- Closing of the transaction is expected in the second quarter of 2025, subject to regulatory approvals
- Delisting offer planned shortly after successful completion of the transaction – no increase over the current tender offer price expected
- CVC has secured a minority stake of 21.85% in CompuGroup Medical while founding family Gotthardt retains majority stake with approximately 50.12%
Koblenz, Frankfurt – Caesar BidCo GmbH, a holding company controlled by investment funds advised and managed by CVC Capital Partners (‘CVC’) today published the final results of its voluntary public takeover offer to all shareholders of CompuGroup Medical SE & Co. KGaA (‘CompuGroup Medical’ or ‘CGM’). At the end of the additional acceptance period on 11 February 2025 at 24:00 hours (CET), the offer was accepted for 4,387,680 shares of CompuGroup Medical. This represents approximately 8.17% of the total share capital and voting rights. In addition, 13.68% of the total share capital and voting rights have been acquired outside the offer and are currently held by CVC directly and via instruments.
The founding family Gotthardt, who controls approximately 50.12% of the total share capital and voting rights, retains their majority stake in CompuGroup Medical. CompuGroup Medical founder Frank Gotthardt remains Chairman of the Administrative Board. Prof. (apl.) Dr. med. Daniel Gotthardt continues to be Chief Executive Officer and member of the Administrative Board.
The management of CompuGroup Medical and CVC have agreed to take the company private by way of a delisting offer immediately following the closing of the tender offer. CVC does not intend to increase the offer price for purposes of the delisting offer.
Prof. (apl.) Dr. med. Daniel Gotthardt, CEO of CompuGroup Medical said: “I look forward to the next chapter in CompuGroup Medical’s success story. Our commitment to providing the best solutions for medical doctors, dentists, healthcare practitioners, hospitals, and pharmacies remains stronger than ever. Together with our new partner CVC, we will build on our legacy to unlock new levels of growth and continuously drive innovation in the e-health market.”
Daniel Pindur, Managing Partner at CVC added: “Our successful offer marks a pivotal moment for both CompuGroup Medical and CVC. We are excited to closely collaborate with the team and the Gotthardt family in our strategic partnership. Together, we will drive the next phase of innovation in healthcare, leveraging CVC’s deep industry expertise and extensive experience in partnering with founder-led family businesses. We will jointly focus on continuing to strengthen the successful products, delivering cutting-edge, cloud-based and AI-driven solutions and enhancing service quality for healthcare professionals across Europe.”
The voluntary public tender offer remains subject to the completion of the regulatory conditions outlined in section 12.1.2 (c) to (g) and (i) of the offer document. Closing of the transaction is expected in Q2 2025.
In accordance with the requirements of the German Securities Acquisition and Takeover Act, the offer document (including an English-language convenience translation thereof) and other information in connection with CVC's public tender offer have been made available on the following website after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht): www.practice-public-offer.com
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 1.19 billion in 2023, 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 EUR 193bn of assets under management. CVC has seven complementary strategies across private equity, secondaries, credit and infrastructure, for which CVC funds have secured commitments of approximately EUR 240bn 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 130 companies worldwide, which have combined annual sales of over EUR 155bn and employ more than 600,000 people. In the German-speaking market, CVC has been a relevant investor for more than 30 years and has successfully partnered with several founder- and family-led businesses. These include Douglas, Europe’s leading omnichannel beauty destination and until recently DKV Mobility, a leading provider of international mobility services, as well as Messer Industries, a global leader in industrial gases.
- Closing of the transaction is expected in the second quarter of 2025, subject to regulatory approvals
- Delisting offer planned shortly after successful completion of the transaction – no increase over the current tender offer price expected
- CVC has secured a minority stake of 21.85% in CompuGroup Medical while founding family Gotthardt retains majority stake with approximately 50.12%
Koblenz, Frankfurt – Caesar BidCo GmbH, a holding company controlled by investment funds advised and managed by CVC Capital Partners (‘CVC’) today published the final results of its voluntary public takeover offer to all shareholders of CompuGroup Medical SE & Co. KGaA (‘CompuGroup Medical’ or ‘CGM’). At the end of the additional acceptance period on 11 February 2025 at 24:00 hours (CET), the offer was accepted for 4,387,680 shares of CompuGroup Medical. This represents approximately 8.17% of the total share capital and voting rights. In addition, 13.68% of the total share capital and voting rights have been acquired outside the offer and are currently held by CVC directly and via instruments.
The founding family Gotthardt, who controls approximately 50.12% of the total share capital and voting rights, retains their majority stake in CompuGroup Medical. CompuGroup Medical founder Frank Gotthardt remains Chairman of the Administrative Board. Prof. (apl.) Dr. med. Daniel Gotthardt continues to be Chief Executive Officer and member of the Administrative Board.
The management of CompuGroup Medical and CVC have agreed to take the company private by way of a delisting offer immediately following the closing of the tender offer. CVC does not intend to increase the offer price for purposes of the delisting offer.
Prof. (apl.) Dr. med. Daniel Gotthardt, CEO of CompuGroup Medical said: “I look forward to the next chapter in CompuGroup Medical’s success story. Our commitment to providing the best solutions for medical doctors, dentists, healthcare practitioners, hospitals, and pharmacies remains stronger than ever. Together with our new partner CVC, we will build on our legacy to unlock new levels of growth and continuously drive innovation in the e-health market.”
Daniel Pindur, Managing Partner at CVC added: “Our successful offer marks a pivotal moment for both CompuGroup Medical and CVC. We are excited to closely collaborate with the team and the Gotthardt family in our strategic partnership. Together, we will drive the next phase of innovation in healthcare, leveraging CVC’s deep industry expertise and extensive experience in partnering with founder-led family businesses. We will jointly focus on continuing to strengthen the successful products, delivering cutting-edge, cloud-based and AI-driven solutions and enhancing service quality for healthcare professionals across Europe.”
The voluntary public tender offer remains subject to the completion of the regulatory conditions outlined in section 12.1.2 (c) to (g) and (i) of the offer document. Closing of the transaction is expected in Q2 2025.
In accordance with the requirements of the German Securities Acquisition and Takeover Act, the offer document (including an English-language convenience translation thereof) and other information in connection with CVC's public tender offer have been made available on the following website after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht): www.practice-public-offer.com
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 1.19 billion in 2023, 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 EUR 193bn of assets under management. CVC has seven complementary strategies across private equity, secondaries, credit and infrastructure, for which CVC funds have secured commitments of approximately EUR 240bn 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 130 companies worldwide, which have combined annual sales of over EUR 155bn and employ more than 600,000 people. In the German-speaking market, CVC has been a relevant investor for more than 30 years and has successfully partnered with several founder- and family-led businesses. These include Douglas, Europe’s leading omnichannel beauty destination and until recently DKV Mobility, a leading provider of international mobility services, as well as Messer Industries, a global leader in industrial gases.
ENCAVIS AG: Elbe BidCo AG submits formal request to carry out a merger squeeze-out of the minority shareholders of ENCAVIS AG
Corporate News
Hamburg, 18 February 2025 – Today, Elbe BidCo AG informed the management board of ENCAVIS AG (“Encavis” or the “Company”) that following today’s settlement of the delisting offer, Elbe BidCo AG currently holds 94.15% of Encavis shares.
Against this background, Elbe BidCo AG has submitted a repeated formal request to the Company’s management board today as per its previous notice to the Company on 31 January 2025 to carry out a squeeze-out merger of the remaining Encavis minority shareholders against an appropriate cash settlement in accordance with section 62 para. 1 and 5 of the German Transformation Act (Umwandlungsgesetz) in conjunction with sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz). Therein, Elbe BidCo AG reiterated its proposal to enter into negotiations with the Company’s management board regarding a merger agreement.
The amount of the appropriate cash settlement to be provided by Elbe BidCo AG, as the Company’s principle shareholder, to the remaining Encavis minority shareholders for the transfer of their shares will be determined at a later date. Elbe BidCo AG has announced that it will inform Encavis of the amount of the cash settlement in a further notice, the so-called specified demand, as soon as it has been determined.
About ENCAVIS:
The Encavis AG is a producer of electricity from Renewable Energies. As one of the leading independent power producers (IPP), ENCAVIS acquires and operates (onshore) wind farms and solar parks in twelve European countries. The plants for sustainable energy production generate stable yields through guaranteed feed-in tariffs (FIT) or long-term power purchase agreements (PPA). The Encavis Group’s total generation capacity currently adds up to around 3.7 gigawatts (GW), of which around 2.4 GW belong to the Encavis AG, which corresponds to a total saving of around 0.8 million tonnes of CO2 per year stand-alone for the Encavis AG. In addition, the Group currently has more than 1.3 GW of capacity under construction, of which around 900 MW are own assets.
Within the Encavis Group, Encavis Asset Management AG offers fund services to institutional investors. Another Group member company is Stern Energy S.p.A., based in Parma, Italy, a specialised provider of technical services for the installation, operation, maintenance, revamping and repowering of photovoltaic systems across Europe.
ENCAVIS is a signatory of the UN Global Compact as well as of the UN PRI network. Encavis AG’s environmental, social and governance performance has been awarded by two of the world’s leading ESG rating agencies. MSCI ESG Ratings awarded the corporate ESG performance with their “AA” level and ISS ESG with their “Prime” label (A-), the Carbon Disclosure Project (CDP) with its Climate Score “B” and Sustainalytics with its “low risk” ESG risk rating.
www.encavis.com
Hamburg, 18 February 2025 – Today, Elbe BidCo AG informed the management board of ENCAVIS AG (“Encavis” or the “Company”) that following today’s settlement of the delisting offer, Elbe BidCo AG currently holds 94.15% of Encavis shares.
Against this background, Elbe BidCo AG has submitted a repeated formal request to the Company’s management board today as per its previous notice to the Company on 31 January 2025 to carry out a squeeze-out merger of the remaining Encavis minority shareholders against an appropriate cash settlement in accordance with section 62 para. 1 and 5 of the German Transformation Act (Umwandlungsgesetz) in conjunction with sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz). Therein, Elbe BidCo AG reiterated its proposal to enter into negotiations with the Company’s management board regarding a merger agreement.
The amount of the appropriate cash settlement to be provided by Elbe BidCo AG, as the Company’s principle shareholder, to the remaining Encavis minority shareholders for the transfer of their shares will be determined at a later date. Elbe BidCo AG has announced that it will inform Encavis of the amount of the cash settlement in a further notice, the so-called specified demand, as soon as it has been determined.
About ENCAVIS:
The Encavis AG is a producer of electricity from Renewable Energies. As one of the leading independent power producers (IPP), ENCAVIS acquires and operates (onshore) wind farms and solar parks in twelve European countries. The plants for sustainable energy production generate stable yields through guaranteed feed-in tariffs (FIT) or long-term power purchase agreements (PPA). The Encavis Group’s total generation capacity currently adds up to around 3.7 gigawatts (GW), of which around 2.4 GW belong to the Encavis AG, which corresponds to a total saving of around 0.8 million tonnes of CO2 per year stand-alone for the Encavis AG. In addition, the Group currently has more than 1.3 GW of capacity under construction, of which around 900 MW are own assets.
Within the Encavis Group, Encavis Asset Management AG offers fund services to institutional investors. Another Group member company is Stern Energy S.p.A., based in Parma, Italy, a specialised provider of technical services for the installation, operation, maintenance, revamping and repowering of photovoltaic systems across Europe.
ENCAVIS is a signatory of the UN Global Compact as well as of the UN PRI network. Encavis AG’s environmental, social and governance performance has been awarded by two of the world’s leading ESG rating agencies. MSCI ESG Ratings awarded the corporate ESG performance with their “AA” level and ISS ESG with their “Prime” label (A-), the Carbon Disclosure Project (CDP) with its Climate Score “B” and Sustainalytics with its “low risk” ESG risk rating.
www.encavis.com
17 February 2025
Mynaric Announces Receipt of Delisting Notice from Nasdaq
Munich, February 13, 2025 – Mynaric (NASDAQ: MYNA) (FRA: M0YN), a leading provider of industrialized, cost-effective and scalable laser communications products, announces that it received a delisting notification dated February 10, 2025 (the “Delisting Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market Inc. (“Nasdaq”).
As previously disclosed, on February 7, 2025, Mynaric’s management board, with the approval of its supervisory board, resolved on a financial restructuring by proceedings under the German Corporate Stabilization and Restructuring Act (Gesetz über den Stabilisierungs- und Restrukturierungsrahmen für Unternehmen) and notified the competent Munich Local Court – Restructuring Court – of such restructuring project (the “StaRUG Proceeding”).
On February 10, 2025, Mynaric received the Delisting Notice from Nasdaq notifying Mynaric that, as a result of the StaRUG Proceeding and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq had determined that Mynaric’s American Depositary Shares representing its ordinary shares (the “ADS”) will be delisted from Nasdaq. The Delisting Notice also advises Mynaric of its right to appeal Nasdaq’s determination pursuant to procedures set forth in the Nasdaq Listing Rule 5800 Series. Mynaric does not intend to pursue an appeal.
Trading of the ADS will be suspended at the opening of business on February 18, 2025. Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission, which will remove the ADS from listing and registration on Nasdaq.
Nasdaq has previously notified Mynaric that it is no longer in compliance with (i) Nasdaq Listing Rule 5450(b)(2)(A) for failing to maintain a minimum market value of $50 million in listed securities, (ii) Nasdaq Listing Rule 5250(c)(2) for not filing an interim balance sheet and income statement as of and for the end of its second quarter on Form 6-K within six months following the end of Mynaric’s second quarter, (iii) Nasdaq Listing Rule 5620(a) for failing to hold an annual meeting of shareholders within twelve months after the end of the Mynaric’s fiscal year, and (iv) Nasdaq Listing Rule 5450(a)(1) for not meeting the minimum closing bid price of $1.00 per share of the ADS.
About Mynaric
Mynaric (NASDAQ: MYNA) (FRA: M0YN) is leading the industrial revolution of laser communications by producing optical communications terminals for air, space, and mobile applications. Laser communication networks provide connectivity from the sky, allowing for ultra-high data rates and secure, long-distance data transmission between moving objects for wireless terrestrial, mobility, airborne- and space-based applications. The company is headquartered in Munich, Germany, with additional locations in Los Angeles, California, and Washington, D.C.
For more information, visit mynaric.com.
07 February 2025
EP Global Commerce GmbH to launch public delisting acquisition offer for METRO AG
Press Release
- EPGC has entered into a delisting agreement with METRO AG today
- Cash offer price expected to be EUR 5.33 per METRO Share representing an attractive premium over both the current share price as well as the three- and six-month volume weighted average share price
- EPGC fully supports the METRO Management Board and the current sCore strategy
Grünwald, February 5, 2025 – Today, EP Global Commerce GmbH (“EPGC”), a holding company controlled by Daniel Křetínský, entered into a delisting agreement with METRO AG (“METRO” or the “Company”) and announced its decision to launch a public delisting acquisition offer (the “Delisting Offer”) for the acquisition of all outstanding no-par value ordinary shares (ISIN DE000BFB0019, “Ordinary Share”) and all outstanding no-par value preference shares (ISIN DE000BFB0027, “Preference Share”) of METRO (together, the "METRO Shares") not directly held by EPGC against payment of a cash offer price of EUR 5.33 per METRO Share.
The cash offer price represents a premium of approx. 38.98% to the XETRA closing share price of the Ordinary Shares of METRO on February 4, 2025. Additionally, it represents a premium of approx. 30.57% to the volume-weighted average share price for the Ordinary Shares over the past three months and 23.54% over the past six months. The cash offer price for the Preference Shares is also well above the XETRA closing share price of the Preference Shares on February 4, 2025, and the volume-weighted average share price of the Preference Shares over the past three and six months. The Delisting Offer is therefore a unique opportunity for the METRO shareholders to monetize their shares with an attractive premium to the prevailing market price.
Delisting supports METRO’s long-term strategic direction
EPGC has been a major shareholder and trusted partner of METRO for many years. The aim of the delisting is to enable METRO to better pursue its long-term transformation goals, to further implement its current sCore strategy and to return to profitability and free cash flow generation.
Daniel Křetínský, founder and one of the ultimate shareholders of EPGC, said: “As a long-term strategic investor in METRO AG we fully support the Management Board lead by Dr. Steffen Greubel and their transformation effort. Delisting is a logical step that reflects the current difficult situation of METRO as publicly listed company expected to deliver on short term results while implementing the long-term sCore strategy. EP Group welcomes signing of the delisting agreement with METRO AG and is committed together with the management team to transform the company into successful food and non-food wholesaler with high quality products and services for its customers.”
Management Board and Supervisory Board of METRO support the transaction
The Management Board of METRO is of the opinion that the delisting is in the best interest of the company and its stakeholders. The members of the Supervisory Board of METRO, at its meeting today, have taken approving note of the delisting agreement.
EPGC undertakes to respect all existing arrangements regarding employees and their trade unions in place. Similarly, the composition of the Supervisory Board of METRO and its responsibilities will not change because of the Delisting Offer. Following completion of the delisting, EPGC intends to pursue a so-called taking private strategy of METRO through further structuring measures. EPGC and METRO have agreed in the delisting agreement that EPGC will not enter into a domination and/or profit and loss transfer agreement with METRO within the next 18 months, unless METRO makes use of financial support from EPGC. Subject to the outcome of the Delisting Offer, EPGC will consider implementing a squeeze-out of METRO's minority shareholders.
Anchor shareholders ensure future cooperation
EPGC is currently METRO's largest shareholder holding a total stake of 180,026,758 Ordinary Shares (representing approx. 49.99% of all Ordinary Shares and voting rights in METRO) and 322,419 Preference Shares. METRO's other anchor shareholders, BC Equities GmbH & Co. KG and Beisheim Holding GmbH (together “Beisheim”) as well as Palatin Verwaltungsgesellschaft mbH (“Meridian”) represent in total 24.99% of all Ordinary Shares and voting rights in METRO. Seeking to continue supporting the transformation process and the sCore strategy of METRO in their role as longstanding shareholders, Beisheim and Meridian entered into a non-tender agreement with EPCG, according to which they will not tender their shares. Further, after the completion of the delisting, a shareholders' agreement between EPGC, Meridian and Beisheim will become effective.
Delisting Offer details
The Delisting Offer will not be subject to any conditions and otherwise be made on and subject to the terms and conditions set out in the 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 Delisting Offer will commence. The offer document (once available) and other information relating to the offer will be published on the following website: www.epgc-offer.com
During the acceptance period METRO AG will file with the Frankfurt Stock Exchange the application for the revocation of the admission of the shares to trading on the regulated market. The revocation is expected to become effective upon the end of the acceptance period. Thereafter, the METRO AG shares will no longer be admitted to trading and will no longer be traded on a domestic regulated market or a comparable market abroad.
About EP Global Commerce
EP Global Commerce (EPGC) is an acquisition entity controlled by Daniel Křetínský. It was founded in April 2016 and is headquartered in Prague. EPGC currently owns 49.99% of the ordinary shares and voting rights in METRO AG.
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