GIEAG Immobilien AG: Delisting of the share from Xetra and Frankfurt Stock Exchange

The GIEAG share continues to be listed in the m:access selection segment of the Munich Stock Exchange.

Munich, April 5, 2024 - GIEAG Immobilien AG (GIEAG), a project developer operating throughout Germany, has decided to delist its shares from the electronic trading platform Xetra and the Frankfurt Stock Exchange. The delisting was applied for by GIEAG itself and has already been completed. The last day of trading was 28.03.2024. The GIEAG share continues to be listed in the m:access selection segment of the Munich Stock Exchange. The GIEAG share has been listed on the open market of the Munich Stock Exchange since 2014.

"Against the backdrop of the current challenging market environment, the general development on the capital market and in particular in the area of real estate shares, we have decided to limit our capital market presence to Munich. In doing so, we want to optimize processes and reduce costs," explains GIEAG CEO Philipp Pferschy.

About GIEAG Immobilien AG:

GIEAG is a family-run Munich real estate stock corporation whose shares are traded on the Munich Stock Exchange. By combining the three asset classes - office, residential and logistics - with the two service areas of development and portfolio management, the company offers stability that is unique in the market. GIEAG's team of experts guarantees innovative and forward-looking concepts.

Over the past 24 years, GIEAG Immobilien AG has developed and optimized a large number of real estate projects. These cover areas of up to 145,000 square meters with individual investment sums of between 15 and 150 million euros. Partnership, transaction security, perseverance and speed form the basis for GIEAG's sustainable value development.

ZEAL Network SE submits squeeze-out request

Hamburg, 27 March 2024. ZEAL Network SE informed the Management Board of Lotto24 AG yesterday that it holds 95.12 percent of the shares in Lotto24 AG.

Against this background, ZEAL Network SE has submitted a request according to Section 327a (1) of the German Stock Corporation Act that the Annual General Meeting of Lotto24 AG should resolve to transfer the shares of the minority shareholders to ZEAL Network SE in return for appropriate cash compensation (squeeze-out under stock corporation law).

ZEAL Network SE has announced that it will inform Lotto24 AG of the amount of the cash compensation in a further letter, the so-called concretized request, as soon as this has been determined.

About ZEAL

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

Aareal Bank AG: AGM on 3 May to include squeeze-out resolution

Corporate News

Atlantic BidCo GmbH has determined a cash compensation of €33.20 per share

Wiesbaden, 25 March 2024 – Aareal Bank AG has today invited shareholders to its ordinary Annual General Meeting, which will be held on 3 May 2024 as a virtual meeting. A key item on the agenda will be the passing of a resolution on a squeeze-out of minority shareholders. The main shareholder of Aareal Bank AG, Atlantic BidCo GmbH, has further specified its transfer request and informed Aareal Bank AG’s Management Board that it has determined the cash compensation for the intended transfer of shares held by minority shareholders of Aareal Bank AG at €33.20 per registered share.

The amount of the cash compensation was determined by Atlantic BidCo GmbH on the basis of a company valuation carried out by ValueTrust Financial Advisors Deutschland GmbH. It was confirmed as appropriate by court-appointed expert RSM Ebner Stolz GmbH & Co. KG. Atlantic BidCo holds approximately 95.50 per cent of the issued share capital of, and voting rights in, Aareal Bank AG.

Furthermore, the Management Board and Supervisory Board will propose to the Annual General Meeting that net retained profit for the past financial year 2023 be retained in full, to further support the Company’s growth.

The agenda also calls for elections of Supervisory Board members, due to the fact that the regular terms of office of Prof. Dr Hermann Wagner, Denis Hall and Hans-Hermann Anton Lotter will end at the close of this year's Annual General Meeting. The Supervisory Board proposes the (re-)election of the following candidates as shareholder representatives to the Supervisory Board: Maximilian Rinke (Senior Managing Director of Centerbridge Partners, L.P.), Denis Hall (former Chief Risk Officer, Global Consumer Banking, GE Capital) and Hans-Hermann Anton Lotter (Managing Director of Atlantic BidCo GmbH).

Prof. Dr Hermann Wagner had been a Supervisory Board member since 2015, chairing the Board since 2021. The Supervisory Board had appointed Jean Pierre Mustier as new Chairman and successor to Prof. Dr Hermann Wagner following the 2023 Annual General Meeting. Prof. Dr Wagner handed over the office to Mr Mustier in January 2024.

Besides the formal approval of the actions of the Management Board and the Supervisory Board as well as the election of the external auditors, the agenda also includes an amendment to the cap on variable remuneration for Management Board members, as well as a merger of a Group entity into Aareal Bank AG. The full agenda of the Annual General Meeting is available here.

The Annual General Meeting will be transmitted to shareholders by means of an audio-visual broadcast, via a shareholder portal on Aareal Bank's website (Investors – General Meeting 2024). Shareholders will also be able to exercise their voting rights, appoint a proxy, or submit questions via this portal by means of electronic communications.

About Aareal Bank Group

Aareal Bank Group, headquartered in Wiesbaden, is a leading international property specialist. The Bank uses its expertise to identify trends, challenges and opportunities at an early stage, and to exploit them for the benefit of its stakeholders. Aareal Bank Group provides smart financings, software products, and digital solutions for the property sector and related industries, and is present across three continents, Europe, North America and the Asia/Pacific region. Aareal Bank Group’s business strategy focuses on sustainable business success, with environmental, social and governance (ESG) aspects as an integral part of this strategy. (...)

ZEAL Network SE acquires further shares in Lotto24 AG and announces intention to request the squeeze-out of the minority shareholders of Lotto24 AG

20-March-2024 / 07:06 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

ZEAL Network SE has secured more than 95% of the shares in Lotto24 AG and plans to initiate a squeeze-out of the minority shareholders of Lotto24 AG pursuant to sections 327a et seqq. of the German Stock Corporation Act.

ZEAL Network SE currently holds approx. 94.86% of the shares in Lotto24 AG. In addition, ZEAL Network SE today entered into share purchase agreements regarding the acquisition of in total approx. 0.59% of the shares in Lotto24 AG. After the settlement of the share purchase agreements, ZEAL Network SE will thus hold approx. 95.45% of the shares and the share capital of Lotto24 AG. The settlement of the share purchase agreements is expected to take place within the next days.

After having reached the stake of 95% of the share capital of Lotto24 AG, ZEAL Network SE will request pursuant to section 327a para. 1 sentence 1 of the German Stock Corporation Act that Lotto24 AG’s shareholder meeting resolves to transfer the shares of the minority shareholders of Lotto24 AG to ZEAL Network SE as the majority shareholder against payment of an appropriate cash compensation. The amount of the cash compensation will be determined at a later date.

ZEAL Network SE
The Management Board

Public Delisting Acquisition Offer to the shareholders of Telefónica Deutschland Holding AG

MUNICH, 20 March 2024

Telefónica Local Services GmbH (‘Bidder’), a wholly-owned subsidiary of Telefónica, S.A. with registered office in Madrid/Spain, today submitted a public Delisting Acquisition Offer to the shareholders of Telefónica Deutschland Holding AG for the acquisition of all shares not directly held by the Bidder (ISIN DE000A1J5RX9) against payment of a consideration of EUR 2.35 per share (‘Delisting Acquisition Offer’). The offer document for the Delisting Acquisition Offer published today is available on the Bidder's website at https://www.td-offer.com.

The Management Board and the Supervisory Board of Telefónica Deutschland Holding AG will comprehensively review the offer document and publish a reasoned statement on the Delisting Acquisition Offer following their evaluation in accordance with the statutory provisions.

Telefónica Deutschland Holding AG already published on 7 March 2024 that it has signed a Delisting Agreement with the Bidder. Based on this Delisting Agreement, Telefónica Deutschland will apply for revocation of the admission of Telefónica Deutschland shares to the regulated market (so-called Delisting) in due course after today’s publication of the public Delisting Acquisition Offer by the Bidder.

Further information
Telefónica Deutschland Holding AG
Investor Relations
Georg-Brauchle-Ring 50
80992 München

Commerzbank Aktiengesellschaft: Commerzbank successfully completes share buyback of €600 million

Regulatory Announcement

- In total 55,554,320 own shares repurchased (4.48% of the share capital)

- CFO Bettina Orlopp: “The success reinforces our intention to continue a combination of share buybacks and dividend payments when it comes to capital return.”

Today, Commerzbank AG successfully completed its share buyback programme. The second programme of its history started on 10 January. Since then, the Bank has bought back a total of 55,554,320 of its own shares (ISIN DE000CBK1001) in the amount of around €600 million at an average price of around €10.80 per share. This corresponds to 4.48% of the Bank's share capital. The repurchased shares will be redeemed in a timely manner.

“The completion of the second share buyback programme is an important step for Commerzbank”, said CFO Bettina Orlopp. “The success reinforces our intention to continue a combination of share buybacks and dividend payments when it comes to capital return.”

The now completed share buyback programme complements the planned dividend payment of around 35 cents per share for the 2023 financial year – subject to the approval of the Annual General Meeting at the end of April. Meaning the Bank will return a total of around €1 billion to its shareholders. This corresponds to 50% of the net profit after deduction of the AT1 coupon payments. For the 2024 financial year, the Bank targets a payout ratio of at least 70%, but not more than the net result after deduction of AT1 coupon payments.

With its first share buyback programme, Commerzbank repurchased a total of 12,134,305 of its own shares at an average price of around €10.05 per share equalling an amount of €122 million in June 2023. The buyback was part of the capital return for the 2022 financial year amounting to a total of around €370 million.

EQS Group AG: Submission of a squeeze-out request by Pineapple German Bidco GmbH

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

Munich, March 1, 2024 – Pineapple German Bidco GmbH, a holding company controlled by funds managed and/or advised by Thoma Bravo, L.P., today has submitted a request to EQS Group AG pursuant to section 327a para. 1 sentence 1 of the German Stock Corporation Act (Aktiengesetz), according to which the general meeting of EQS Group AG shall resolve on the transfer of the shares of the remaining shareholders (minority shareholders) to Pineapple German Bidco GmbH as majority shareholder in return for an appropriate cash compensation (so-called squeeze-out under stock corporation law). Pineapple German Bidco GmbH has informed EQS Group AG that it holds approx. 98% of the share capital of EQS Group AG.

EQS Group AG will inform about the date of the general meeting at which a corresponding transfer resolution shall be adopted in accordance with legal requirements.

Südzucker AG successfully completes delisting tender offer

Press release

Mannheim, February 28, 2024

- Stake of Südzucker AG in CropEnergies AG increased to 94.2 percent as of today

- Listing of CropEnergies AG on the Frankfurt Stock Exchange expires at the end of February 28, 2024

Südzucker AG (”Südzucker”) announced on February 21, 2024, the results of the public delisting tender offer in connection with the delisting of CropEnergies AG (“CropEnergies”). During the acceptance period, which ended on February 16, 2024, 9,191,764 CropEnergies shares were tendered into the offer. This corresponds to approximately 10.5 percent of all outstanding CropEnergies shares. Including the CropEnergies shares acquired by Südzucker outside of the delisting tender offer, Südzucker’s shareholding in CropEnergies has increased (from around 69.2 percent) to around 94.2 percent as of today.

The listing of CropEnergies on the regulated market of the Frankfurt Stock Exchange will expire at the end of February 28, 2024, as announced by the Frankfurt Stock Exchange on February 23, 2024.

Dr Niels Pörksen, CEO of Südzucker, comments: “We are delighted that we were able to increase our shareholding in CropEnergies significantly following the successful conclusion of our attractive offer. We consider this to be a strong endorsement of the CropEnergies shareholders’ trust in the Südzucker Group which now presents itself with a clear capital market profile. We will use the freedom gained to implement our growth strategy.”

Important notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of CropEnergies AG nor an offer or recommendation to purchase shares of Südzucker AG.

The delisting tender offer has been published exclusively under the laws of the Federal Republic of Germany, in particular in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”) and the German Stock Exchange Act (Börsengesetz), as well as certain applicable provisions of the U.S. Securities Exchange Act. The offer document and further documentation relating to the delisting tender offer is available at www.powerofplants-offer.com. Any contract concluded on the basis of the delisting tender offer is exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, Südzucker AG, its affiliates or its brokers may have purchased or concluded agreements to purchase, or may purchase or conclude agreements to purchase, on the stock exchange or over the counter, directly or indirectly, shares of CropEnergies AG outside of the scope of the delisting tender offer, during or after the period in which the offer remained open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares of CropEnergies AG. These purchases may have been or may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Information on such purchases or purchase agreements, stating the number of CropEnergies shares acquired or to be acquired and the consideration granted or agreed, have been or will be published in accordance with the applicable statutory provisions, in particular section 23(2) WpÜG, in the German Federal Gazette and, if required by foreign legal systems, in English via an electronic dissemination system. Corresponding information is also available in the form of an English translation on the internet at www.powerofplants-offer.com.

Tion Renewables AG: Increase of the squeeze-out cash compensation from EUR 29.19 to EUR 30.33 per share of Tion Renewables AG

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

Gruenwald, February 21, 2024. As announced by Tion Renewables AG on January 11, 2024 by way of an ad-hoc announcement, Boè AcquiCo GmbH (at that time still operating under Hopper BidCo GmbH), an acquisition company indirectly held by EQT Active Core Infrastructure SCSp, informed Tion Renewables AG on the same day that it had set the cash compensation for the intended squeeze-out of minority shareholders pursuant to sections 327a et seqq. of the German Stock Corporation Act (AktG) at EUR 29.19 per share of Tion Renewables AG.

Boè AcquiCo GmbH has informed the Management Board of Tion Renewables AG today that it has decided to increase the cash compensation from EUR 29.19 to EUR 30.33 per share of Tion Renewables AG. Against this background, the Management Board of Tion Renewables AG will adjust its proposed resolution on the transfer of the shares of the minority shareholders to Boè AcquiCo GmbH to the extraordinary general meeting of Tion Renewables AG on February 22, 2024 accordingly.

Gruenwald, February 21, 2024

Tion Renewables AG
The Management Board

Software AG: Delisting will take effect at the end of the day on February 23, 2024 in accordance with the resolution of the Frankfurt Stock Exchange

Darmstadt (20.02.2024/14:30 UTC+1)

Software AG (the "Company"; ISIN DE000A2GS401) was informed today of the resolution reached by the Management Board of the Frankfurt Stock Exchange on 20 February, 2023, that the application for withdrawal of the admission of the Company's shares to trading on the regulated market of the Frankfurt Stock Exchange under ISIN DE000A2GS401 and in the sub-segment of the regulated market of the Frankfurt Stock Exchange with additional follow-up obligations (Prime Standard) will take effect at the end of the day on February 23, 2024. The Company will additionally apply to the stock exchanges in Berlin (in the Berlin Second Regulated Market sub-segment), Düsseldorf, Hamburg, Hanover, Munich and Stuttgart as well as to the electronic trading system Tradegate requesting that the Company's shares no longer be traded over-the-counter on these stock exchanges, where possible with effect from the end of the day on February 23, 2024 or shortly thereafter, and that existing listings be discontinued effective as of this date.

All transparency obligations associated with a listing on the regulated market of the Frankfurt Stock Exchange, such as the ad hoc publication obligation and the obligation to prepare half-yearly financial reports and quarterly statements, will no longer apply after February 23, 2024.

On January 26, 2024, Mosel Bidco SE published a public Delisting Offer pursuant to Section 39 para. 2 sentence 3 no. 1 BörsG (German Stock Exchange Act) in conjunction with Section 14 para. 2 and 3 WpÜG (German Takeover Act) to acquire all shares in the Company not already directly held by Mosel Bidco SE for a price of EUR 32.00 per share. The acceptance period of the Delisting Offer commenced upon publication and will expire on February 23, 2024, 24:00 hours (Frankfurt am Main local time). At the time of publication of the Delisting Offer, Mosel Bidco SE stated that it held 93.33% of the Company's issued shares.

In addition, on January 19, 2024, Mosel Bidco SE submitted the formal request to the Management Board of the Company to proceed with transfer of shares held by minority shareholders of the Company in exchange for appropriate cash compensation in connection with a merger of the Company into Mosel Bidco SE by absorption (so-called merger squeeze-out) pursuant to Section 62 para. 1 and para. 5 sentence 1 UmwG (German Transformation Act) in conjunction with Section 327a et seq. of the AktG (German Stock Corporation Act), Art. 9 para. 1 c) of the SE Regulation, and, for this purpose, to have the general meeting of the Company resolve on the transfer of shares held by minority shareholders of the Company to Mosel Bidco SE within three months of the conclusion of the merger agreement.

Darmstadt, 20 February, 2024

Software AG
Management Board

Südzucker AG welcomes the recommendation of the delisting tender offer by CropEnergies AG

Press release

Mannheim, January 26, 2024

• Management Board and Supervisory Board of CropEnergies AG recommend ac-ceptance of the offer in their joint reasoned opinion on the public delisting ten-der offer by Südzucker AG

• Management Board and Supervisory Board consider the offer price of € 11.50 cash per CropEnergies share to be appropriate and to reflect the fair value of the share

Südzucker AG ("Südzucker") was informed today by the Supervisory Board and the Executive Board of CropEnergies AG ("CropEnergies") that both boards recommend their shareholders to accept Südzucker's delisting tender offer in their joint reasoned opinion on the public delisting tender offer.

Dr Niels Pörksen, CEO of Südzucker, says: “We are pleased about the positive vote of the Super-visory Board and the Executive Board of CropEnergies in favour of our delisting tender offer. It shows that not only the offered price of € 11.50 per CropEnergies share is appropriate, but also that the intended delisting of the CropEnergies shares on the regulated market is in the best interest of all stakeholders.”

The acceptance period has commenced with the publication of the offer document for the public delisting tender offer on January 17, 2024, and will end at midnight (CET) on February 16, 2024. CropEnergies shareholders who wish to accept the delisting tender offer must promptly contact their respective custodian bank or any other securities services company where their CropEnergies shares are being held.

The delisting tender offer will not be extended (unless required by law) and is not subject to any conditions. The delisting of the CropEnergies shares from the regulated market is expected to become effective after the expiry of the acceptance period of the delisting tender offer by the end of February 2024. The offer document and a non-binding English translation, alongside other information regarding the delisting tender offer, are available at www.powerofplants-offer.com.

In addition, a shareholder hotline has been set up, which shareholders can call on 0080008250941 (inside Germany) or +44 207 2930434 (outside Germany, hosted in German) or +44 207 2930434 (outside Germany, hosted in English) if they have any questions.

Copies of the offer document are also available free of charge from the Delisting Acquisition Offer Settlement Agent: Deutsche Bank Aktiengesellschaft, TAS, Post-IPO Services, Taunusanla-ge 12, 60325 Frankfurt am Main, Germany. (Order for dispatch of the offer document by fax to +49 69 910 38794 or e-mail to dct.tender-offers@db.com, stating a complete postal address.)

Important notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of CropEnergies AG nor an offer or recommendation to purchase shares of Südzucker AG. The definitive terms of the delisting tender offer, as well as further provisions concerning the delist-ing tender offer, are set out in the offer document the publication of which has been approved by the German Federal Financial Supervisory Authority (BaFin).  (...)

CropEnergies AG: Supervisory Board and Executive Board recommend acceptance of delisting tender offer of Südzucker AG

Press release

Offer price of EUR 11.50 reflects the fair value of the share

Mannheim, 26 January 2024 – The Executive Board and Supervisory Board of CropEnergies AG (“CropEnergies”) have today issued their joint reasoned opinion on the public delisting tender offer of Südzucker AG (“Südzucker”) to the shareholders of CropEnergies and recommend the acceptance of the offer.

The Executive Board and Supervisory Board of CropEnergies consider the delisting to be in the best interest of CropEnergies. Following a thorough and independent review of the offer document published on 17 January 2024, they support Südzucker’s public delisting tender offer. Both Boards consider that the offer price of EUR 11.50 in cash per CropEnergies share adequately reflects the value of the share.

“We support Südzucker’s public delisting tender offer and recommend that all shareholders accept the offer and tender their shares to Südzucker in good time. The price offered is attractive and is 69.4 percent above the closing price on 18 December 2023, the last trading day prior to the publication of the decision to launch the public delisting tender offer,” says Dr Stephan Meeder, CEO & CFO of CropEnergies.

The acceptance period for the public delisting tender offer of CropEnergies has started with the publication of the offer document on 17 January 2024, and expires on 16 February 2024, at midnight CET. Against this background, CropEnergies will apply for the revocation of the admission of the CropEnergies shares to trading on the regulated market of the Frankfurt Stock Exchange in due course.

It is expressly pointed out that only the joint reasoned opinion of the Executive Board and Supervisory Board of CropEnergies is authoritative. The information in this press release does not constitute explanations or additions to the statements in the joint reasoned opinion.

The joint reasoned opinion of the Executive Board and Supervisory Board of CropEnergies is available on the company’s Investor Relations website at https://www.cropenergies.com/de/delisting-erwerbsangebot. Printed copies are also available free of charge at CropEnergies, Investor Relations, Maximilianstrasse 10, 68165 Mannheim, Germany, ir@cropenergies.de.

Important notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of CropEnergies AG nor an offer or recommendation to purchase shares of Südzucker AG. The definitive terms of the delisting tender offer, as well as further provisions concerning the delisting tender offer, are set out in the offer document by Südzucker AG the publication of which has been approved by the German Federal Financial Supervisory Authority (BaFin).  (...)

About CropEnergies AG

Sustainable, renewable products made from biomass – that is what CropEnergies stands for. Our products contribute to a climate-friendly world and ensure that fossil carbons remain in the ground permanently and do not continue to drive climate change.

Founded in Mannheim in 2006, the member of the Südzucker-Group is the leading European producer of renewable ethanol. With a production capacity of 1.3 million m3 of ethanol per year, CropEnergies produces neutral alcohol as well as technical alcohol (ethanol) for a wide range of applications at locations in Germany, Belgium, the UK, and France: Sustainably produced ethanol as a petrol substitute is an answer to the future challenges of climate-friendly energy supply in the transport sector. Thanks to highly efficient production plants, our ethanol reduces CO2 emissions by an average of more than 70 percent across the entire value chain compared to fossil fuel. Our high-quality alcohol is also used in beverage production, cosmetics, pharmaceutical applications, for example as a basis for disinfectants, or as a raw material for innovative biochemicals.

Equally important are the resulting protein food and animal feed products as a sustainable regional alternative to emission-intensive protein imports from overseas, as well as biogenic carbon dioxide. It is used in beverage production, among other things, and will be a valuable raw material for a wide range of applications in transport and industry in the future. Thus, all raw material components are utilised in our circular economy.

CropEnergies AG (ISIN DE000A0LAUP1) is listed on the regulated market (Prime Standard) of the Frankfurt Stock Exchange.

Atlantic BidCo submits demand for squeeze-out at Aareal Bank AG

Wiesbaden, 11 December 2023 – Atlantic BidCo GmbH ("Atlantic BidCo") today informed the Management Board of Aareal Bank AG that it holds 95.28 per cent of Aareal Bank shares following completion of its delisting offer. Against this background, Atlantic BidCo has submitted a demand, pursuant to section 327a (1) of the German Stock Corporation Act (Aktiengesetz – “AktG”), that the General Meeting adopt a resolution to transfer all shares held by the minority shareholders to Atlantic BidCo against payment of an appropriate cash compensation (squeeze-out under Stock Corporation Act).

Atlantic BidCo has indicated that it will inform Aareal Bank of the amount of the cash compensation in a further letter (a so-called ‘specified demand’) once this has been determined.

Takeover offer for HHLA: MSC reaches final acceptance rate of 9.74 percent

Corporate News

- MSC reaches final acceptance rate of 9.74% for takeover offer of HHLA.

- MSC has purchased an additional 12.21% of HHLA shares on the stock market.

- The joint venture partners now hold 92.30% of HHLA's share capital.

Hamburg, 12. December 2023

Port of Hamburg Beteiligungsgesellschaft SE, a wholly owned subsidiary of MSC Mediterranean Shipping Company S.A. (“MSC”), today announced the final result of its voluntary public takeover offer to the shareholders of Hamburger Hafen und Logistik Aktiengesellschaft (“HHLA”): At the expiry of the acceptance period, which was extended until 7 December 2023 at 24:00 hrs (CET), the takeover offer had been accepted by shareholders holding 7,325,366 Class A shares. This corresponds to 9.74 percent of the share capital. In addition, MSC has purchased 12.21 percent of the HHLA shares on the open stock market. Together with the Class A and S shares held by the City of Hamburg, the joint venture partners now hold 92.30 percent of HHLA's share capital.

The offer was not subject to a minimum acceptance threshold. In their joint Reasoned Statement of 6 November 2023, the Executive Board and Supervisory Board of HHLA recommended to the shareholders to accept the offer.

Angela Titzrath, Chief Executive Officer of HHLA: “Now that the acceptance period for the shareholders has expired, the Executive Board focuses on finalising the business combination agreement between the City of Hamburg, MSC and HHLA. In close cooperation with the Supervisory Board, we have already been able to set important milestones for HHLA's future development in a preliminary framework agreement and achieve commitments for investments, our employees and customers. We are confident that we will be able to work out the remaining points in the coming weeks.”

For background information: As announced, the Executive Board and Supervisory Board had signed a binding preliminary framework agreement for a business combination agreement with MSC and the City of Hamburg at the beginning of November and agreed to address outstanding issues in the coming weeks. With regard to the implications of the offer for the company, its stakeholders and in particular for strategy and governance aspects, a common understanding was reached on key areas to secure HHLA and its business model in the long term. In addition to the assessment of the offer price as adequate, it was the basis for the positive assessment of the takeover offer by the Executive Board and Supervisory Board.

Closing of the transaction remains subject to certain regulatory approvals that are set out in the offer document as well as the approval by the Parliament of the Free and Hanseatic City of Hamburg. Subject to the fulfilment of these conditions, closing of the transaction is currently expected to take place in the second quarter of 2024.

You can find more information at: https://hhla.de/en/investment-msc

Aareal Bank AG shares to be delisted from the Frankfurt Stock Exchange, effective upon the end of 21 November 2023

Wiesbaden,17 November 2023 – The Frankfurt Stock Exchange has informed Aareal Bank AG ("Aareal Bank") that its application for revocation of admission to trading has been granted. As a result, Aareal Bank shares (ISIN: DE000A37FT90) will no longer be traded on the Regulated Market of the Frankfurt Stock Exchange after the end of 21 November 2023.

Marc Hess, Chief Financial Officer of Aareal Bank, said: “Notwithstanding our withdrawal from the regulated stock exchange market, we will continue to communicate transparently and maintain high disclosure standards – especially with a view to what our fixed-income investors expect from us.”

SYNLAB AG publishes Joint Reasoned Statement on public acquisition offer by Cinven

- Management Board and Supervisory Board of SYNLAB AG published their Joint Reasoned Statement, in which they make a neutral statement. The Boards abstain from a recommendation to the SYNLAB Shareholders whether to accept or decline the Offer.

- The Management Board and the Supervisory Board concluded that the offer price of €10.00 per SYNLAB share does not reflect the long-term value of the Company. However, the offer price gives short-term oriented or risk-averse shareholders the possibility of a secure and timely value realisation.

- The Boards rate positively Cinven’s commitment to further strengthen the SYNLAB business strategy, which is aimed at customer centric medical excellence leading to a sustainable and profitable growth trajectory.

- All members of the Management and Supervisory Boards have declared to tender all SYNLAB shares they may hold; Dr Bartholomäus Wimmer will sell 60% of his shares in the Offer and re-invest the remaining shares.

SYNLAB AG (“SYNLAB” or the “Company”, FSE: SYAB), the leader in medical diagnostic services and specialty testing in Europe, announces that pursuant to the German Securities Acquisition and Takeover Act (WpÜG), the Management Board and Supervisory Board of SYNLAB AG today issued their Joint Reasoned Statement on the public acquisition offer (the “Offer”) by Ephios Luxembourg S.à r.l. (the “Investor”), an entity controlled by funds managed and/or advised by Cinven.

Based on a careful assessment of the Offer, the Management Board and the Supervisory Board conclude that they are unable to recommend that SYNLAB Shareholders accept or decline the Offer which is why they abstain from a recommendation by giving a neutral statement.

After conducting a careful and comprehensive analysis of the financial appropriateness of the offered consideration for the SYNLAB shares, theManagement Board and Supervisory Board share the opinion that the offer price of €10.00 per SYNLAB share is inadequate for SYNLAB shareholders from a financial point of view and does not reflect the long-term value of the SYNLAB AG appropriately. However, it provides a potentially attractive exit opportunity for risk-averse or short-term oriented investors in the current market environment. Moreover, the offer price gives the shareholders the possibility of a secure and timely value realisation subject to very limited offer conditions.

The Boards commissioned financial advisors to provide an opinion on the adequacy of the offer price. The opinion of Lazard Frères SAS (advising the Management Board) and ParkView Partner GmbH (advising the Supervisory Board) were reviewed by each Board separately and both support the assessment of the Boards that the offer price is not adequate from a financial point of view.

Due to potential conflicts of interest and for efficiency reasons, the Supervisory Board established a Takeover Committee, consisting of the independent Supervisory Board members and authorised the Takeover Committee to support the Management Board and to prepare a Reasoned Statement for the Supervisory Board.

Cinven fully supports the current business and transformation strategy of SYNLAB

The Management Board and the Supervisory Board view Cinven as an experienced and long-standing shareholder of and partner for SYNLAB, which is well-equipped to support the Management Board in driving operating efficiencies in a sustainable way. The Management Board and Supervisory Board rate the fact positively that Cinven intends to support the Company´s business strategy and significantly strengthen the position of the SYNLAB Group in the prevailing market and to consolidate its position as leader of medical diagnostic services and specialty testing in Europe. Cinven’s confirmation of the SYNLAB long-term strategy thus underlines the fundamentally good positioning and proper strategic orientation of SYNLAB. Regarding the prospects of SYNLAB AG after a successful transaction, the Management Board and Supervisory Board are, in principle, comfortable with the investment, future cooperation and the commitment of Cinven.

Cinven’s Offer follows a period of thorough assessment during which the Management Board has performed its fiduciary duties with the help of the investment bank Lazard and held constructive talks with Cinven and other interested parties after Cinven approached the Management Board in March this year. In the course of these discussions, Cinven’s proposal emerged as the most attractive in the current environment.

Mathieu Floreani, CEO of SYNLAB AG commented: “After our thorough evaluation of the Offer, we can confirm our initial assessment that while the offer price is inadequate from a financial point of view, we appreciate the commitment of Cinven to backing our long-term strategy as a long-standing investor and partner. We intend to continue implementing this strategy and further strengthen our position as a leader in medical diagnostics and specialty testing.”

Chairman of the Supervisory Board Prof. Dr David Ebsworth commented: “The offer price does not reflect the long-term value of the Company. However, it gives shareholders the possibility of a secure and timely value realisation. Based on the investment agreement we concluded with Cinven, we are confident that we can stay on course and will be able to continue delivering customer-centric medical excellence leading to a sustainable and profitable growth trajectory.”

Management and Supervisory Board emphasise shareholder autonomy in decision-making

Based on their thorough evaluation, the Management Board and Supervisory Board conclude that each SYNLAB Shareholder has to decide for him- or herself whether or not to accept the Offer and for how many SYNLAB shares.

All members of the Management Board have signed irrevocable undertakings to sell their shares in the Offer. Further, the members of the Supervisory Board have declared that they will tender all SYNLAB Shares they currently may hold or indirectly control. The member of the Supervisory Board Dr Bartholomäus Wimmer has also signed an irrevocable undertaking to sell 60% of his shares in the Offer and to re-invest the remaining shares.

The period for acceptance of the Offer started upon the publication of the Offer Document on 23 October 2023, and ends on 20 November 2023, 24:00 hrs (CET).

The Joint Reasoned Statement of the Management Board and the Supervisory Board is published on the website of SYNLAB AG pursuant to section 27 WpÜG (non-binding English translation; the binding German version is also available on the website).

Please note that only the Reasoned Statement of the Management Board and the Supervisory Board is authoritative. The information in this press release does not constitute an explanation of or supplement to the contents of the Reasoned Statement and may not contain all information that could be relevant for shareholders of SYNLAB AG. Shareholders of SYNLAB AG should therefore carefully read the entire Reasoned Statement of the Management Board and the Supervisory Board.