CPI PROPERTY GROUP and IMMOFINANZ AG - Framework agreement to review further integration

THIS ANNOUNCEMENT CONTAINS INFORMATION THAT QUALIFIES AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

Luxembourg, 23 July 2024

CPI PROPERTY GROUP announces the signing of a framework agreement between CPI PROPERTY GROUP and IMMOFINANZ AG, enabling the two groups to initiate a process to examine the feasibility, advantages and disadvantages of a potential business combination, cross-border merger or other form of integration or combination of assets, functions and key corporate entities of the two groups with the aim of optimising the group's capital structure to capture both operating and cost efficiencies for the benefit of all stakeholders.

Notifying Person:

David Greenbaum, d.greenbaum@cpipg.com

MorphoSys AG: Merger Squeeze-out Cash Compensation Determined at EUR 68.00

Publication of an inside information according to Article 17 para. 1 of the Regulation (EU) No. 596/2014

Planegg/Munich, Germany, July 12, 2024

MorphoSys AG (FSE: MOR; NASDAQ: MOR) announces that Novartis BidCo Germany AG submitted a specified request (konkretisiertes Verlangen) to the MorphoSys AG Management Board, pursuant to section 62 para. 1 and 5 first sentence of the German Transformation Act (Umwandlungsgesetz - UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz - AktG), to convene the MorphoSys AG’s Annual General Meeting to resolve on the transfer of shares held by MorphoSys AG’s minority shareholders to Novartis BidCo Germany AG against adequate cash compensation.

Novartis BidCo Germany AG currently holds approximately 91.04% and, after deduction of the number of treasury shares pursuant to section 62 para. 1 sentence 2 UmwG, approximately 91.17% of the MorphoSys AG share capital and is therefore the major shareholder of MorphoSys AG as defined by section 62 para. 5 UmwG. Novartis BidCo Germany AG has determined the amount of the cash compensation to be EUR 68.00 per MorphoSys AG share. The court-appointed expert auditor has already indicated that, from a current standpoint, it will confirm the cash compensation to be adequate.

The conclusion and notarization of the merger agreement between MorphoSys AG and Novartis BidCo Germany AG will take place shortly. At the MorphoSys AG Annual General Meeting, expected to take place on August 27, 2024, a resolution will be adopted on transferring MorphoSys AG minority shareholders' shares to Novartis BidCo Germany AG against a cash compensation of EUR 68.00 per share.

The effectiveness of the merger squeeze-out is still subject to approval by the MorphoSys AG Annual General Meeting and the registration of both the transfer resolution and the merger in the commercial register at the seat of MorphoSys AG, as well as the registration of the merger in the commercial register at the seat of Novartis BidCo Germany AG.

MorphoSys Announces Voluntary Delisting from the Nasdaq Global Market

Media Release

Planegg/Munich, Germany, July 12, 2024

MorphoSys AG (FSE: MOR; NASDAQ: MOR) today announced that it has formally notified the Nasdaq Stock Market of its intention to voluntarily delist its American Depositary Shares (“ADSs”) from the Nasdaq Global Market and to deregister the ADSs under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”).

MorphoSys currently anticipates that it will file with the Securities and Exchange Commission (the “SEC”) a Form 25, Notification of Removal of Listing and/or Registration Under Section 12(b) of the Exchange Act, relating to the delisting and deregistration on or about July 25, 2024, with the delisting of the ADSs taking effect no earlier than ten days thereafter. As a result, MorphoSys expects that the last trading day on Nasdaq will be on or about August 2, 2024.

Following the delisting, any trading in MorphoSys’ ADSs would occur only in privately negotiated sales and potentially on an over-the-counter market if a broker makes a market in the ADSs. There is no guarantee, however, that a broker will make such a market or that trading of the ADSs will continue on an over-the-counter market or otherwise.

The Supervisory Board of MorphoSys authorized the delisting of the ADSs as required by the delisting agreement signed by MorphoSys, Novartis BidCo AG and Novartis AG (hereinafter collectively referred to as “Novartis”). On July 4, 2024, Novartis launched its public delisting purchase offer for all outstanding no-par value bearer shares of MorphoSys.

In addition, Novartis has informed MorphoSys of its intention to merge MorphoSys into Novartis (the “Merger Squeeze-out”). The conclusion and notarization of the merger agreement between MorphoSys AG and Novartis BidCo Germany AG will take place shortly. The effectiveness of the merger squeeze-out is still subject to approval by the MorphoSys AG Annual General Meeting and the registration of both the transfer resolution and the merger in the commercial register at the seat of MorphoSys AG, as well as the registration of the merger in the commercial register at the seat of Novartis BidCo Germany AG.

About MorphoSys

At MorphoSys, we are driven by our mission: More life for people with cancer. As a global biopharmaceutical company, we develop and deliver innovative medicines, aspiring to redefine how cancer is treated. MorphoSys is headquartered in Planegg, Germany, and has its U.S. operations anchored in Boston, Massachusetts. To learn more, visit us at www.morphosys.com and follow us on Twitter at X and LinkedIn.

Forward-Looking Statements

This communication contains certain forward-looking statements concerning MorphoSys, Novartis and the Delisting Offer that involve substantial risks and uncertainties. Forward-looking statements include any statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “goal,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions.  (...)

Appraisal proceedings on the squeeze-out at AUDI AG: Munich Regional Court I raises cash compensation to EUR 1,754.71 (+ 13.1 %)

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

In the appraisal proceedings regarding the squeeze-out at AUDI AG in favor of Volkswagen resolved in 2020, the Munich Regional Court I (Landgericht München I) raised the cash settlement to EUR 1,754.71 per AUDI share in its decision of June 28, 2024. Compared to the amount offered by Volkswagen of EUR 1,551.53 per share, this results in a subsequent improvement of EUR 203.18 plus interest. This corresponds to an increase of more than 13%.

An appeal against this first instance decision can still be lodged within one month of service. Appeals will be decided by the Bavarian Supreme Court (Bayerisches Oberstes Landesgericht).

Munich Regional Court I, decision of June 28, 2024, file-no. 5 HK O 15162/20
Moritz, P. et al. v Volkswagen AG
100 applicants
Joint representative: Attorney-at-law Daniela Bergdolt, Munich
representative of the respondent, Volkswagen AG:
law firm Linklaters, 40212 Düsseldorf

VIB Vermögen AG: Amount of cash compensation for merger squeeze-out at BBI Bürgerliches Brauhaus Immobilien Aktiengesellschaft set at EUR 14.96 per share

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

VIB Vermögen AG, Neuburg an der Donau, ISIN DE000A2YPDD0, („VIB“) today submitted a specified request to the Managing Board of BBI Bürgerliches Brauhaus Immobilien Aktiengesellschaft, Ingolstadt, ISIN DE0005280002, („BBI“) to convene the annual general meeting of BBI to resolve on the transfer of the shares held by all minority shareholders of BBI to VIB against payment of an appropriate cash compensation pursuant to Section 62 para. 1 and 5 UmwG in conjunction with Sections 327a et seqq. AktG (merger squeeze-out).

VIB currently holds around 94.88 % of the share capital of BBI and is therefore its majority shareholder within the meaning of Section 62 para. 5 UmwG. VIB has set the appropriate cash compensation at an amount of EUR 14.96 per share in BBI. The amount of the cash compensation was determined by VIB on the basis of a company valuation of BBI carried out by a neutral expert. The appropriateness of the cash compensation is currently still being reviewed by the court-selected and appointed auditor. However, the court-appointed auditor has already indicated that, from a current standpoint, it will confirm the appropriateness of the cash compensation determined.

The merger agreement between VIB as surviving company and BBI as transferring company is to be concluded and notarised shortly. The annual general meeting of BBI, which is to adopt a resolution on the transfer of the shares of the minority shareholders of BBI to VIB against payment of an appropriate cash compensation in the amount of EUR 14.96 per share (“Transfer Resolution”), is expected to take place on August 13, 2024. The annual general meeting of VIB, to which the merger agreement is to be submitted for approval („Merger Resolution“), is expected to take place on August 14, 2024.

The effectiveness of the merger squeeze-out is still subject to the approving Transfer Resolution by the annual general meeting of BBI, the approving Merger Resolution by the annual general meeting of VIB and the registration of the Transfer Resolution in the commercial register of BBI and the registration of the merger in the commercial registers of BBI and VIB.

The Managing Board of VIB Vermögen AG

Aareal Bank and Advent International to sell Aareon to TPG for approximately € 3.9 billion

Corporate News

- Transaction will establish Aareon as an independent company majority owned by TPG and CDPQ as minority co-investor

- Aareal Bank and Aareon to continue to cooperatively support their clients following the transaction

- Gain on sale to be booked in Aareal Bank Group with closing in H2 2024, most transaction-related costs with signing in Q2

Wiesbaden, 24 June 2024 – Aareal Bank and Advent International (“Advent”) today announced that they have entered into an agreement with TPG and CDPQ for them to acquire Aareon, a European provider of Software-as-a-Service (SaaS) solutions for the property industry. The financial terms of the sale are based on an enterprise value for Aareon of approximately € 3.9 billion, valuing Aareal Bank’s equity stake in Aareon at approximately € 2.1 billion. Closing is expected to take place in the second half of 2024, subject to customary closing conditions and approvals.

The transaction and partnership with TPG will provide Aareon access to additional, dedicated resources and expertise to drive innovation and further growth. TPG will invest in Aareon through TPG Capital, the firm’s U.S. and European private equity platform, in consortium with CDPQ, a global investment group, who will co-invest alongside TPG for a minority interest in Aareon. Advent will continue its involvement in Aareon with the investment of new equity for a minority interest in the standalone company.

With its Property Management System, Aareon promotes efficient and sustainable property management and maintenance. The company’s portfolio enables seamless, automated end-to-end processes connecting property managers and owners across the residential and commercial real estate sectors. The company is headquartered in Mainz, Germany.

Jochen Klösges, Chief Executive Officer of Aareal Bank and Chairman of the Supervisory Board of Aareon, said: “We are pleased to have found new owners for Aareon who, thanks to their financial strength and pronounced industry experience, are well positioned to propel Aareon into its next major step of evolution. Over the past few years, we successfully developed Aareon into a ‘Rule of 40’ company, that has demonstrated impressive organic and inorganic growth. We look forward to maintaining our successful collaboration through our joint venture, First Financial Software, which not only fortifies our long-term partnership with Aareon but also opens up further growth prospects for all parties involved.”

Flavio Porciani, Partner at TPG, said: “For many years, we have admired Aareon’s position as a leader in the European property management industry and are thrilled to partner with the Aareon team and our fellow investors to build on the successes of the business as a standalone company. The need for comprehensive property management solutions is growing amid a trend towards digitalisation of real estate workflows and an increasingly complex regulatory environment. Aareon’s platform is built to support this evolution, providing owners and managers an integrated, modern system that improves connectivity and streamlines business operations.”

Jeff Paduch, Managing Partner of Advent International and Supervisory Board Member of Aareon, commented: “We are proud to have supported the leadership team and employees of Aareon in their successful transformation, which is culminating in one of the largest software buyouts in Europe in 2024. The company is well positioned to continue to lead innovation for its customers in the European housing ecosystem and is on a path of sustainable growth with exciting opportunities ahead for all stakeholders.”

Harry Thomsen, Chief Executive Officer of Aareon, said: “This transaction marks a milestone in the development of Aareon. Thanks to the strong support of our owners Aareal Bank and Advent International, the company has made excellent progress in recent years. Now, we have reached a point where we can take the next step in our development. We are in an ideal position to capture further growth opportunities and welcome TPG and CDPQ as experienced and strong new partners.”

Following the transaction, Aareal Bank and Aareon will continue to seamlessly cooperate to support their clients through their joint venture First Financial Software. First Financial Software provides clients with specialist expertise around payment software solutions for the property sector and related industries.

Significant gain on sale after transaction related costs expected in 2024 

The sale of Aareon will lead to a significant gain on sale net of transaction-related costs in Aareal Bank Group of approximately € 2 billion. The gain will be booked upon closing, which is expected in the second half of 2024. Meanwhile, most transaction-related costs of around € 150 million will already have to be recognised in the second quarter, coinciding with the signing of the transaction. The gain on sale net of transaction-related costs had not been considered in Aareal Bank Group’s previous guidance for the 2024 financial year, which will be adjusted upwards. In addition, Aareon will be reported as a discontinued operation according to IFRS 5 starting in the second quarter until closing.

Aareal Bank’s banking business excluding Aareon is well on track to achieve its operating target of € 250 million to € 300 million for the 2024 financial year. The Bank alone generated around € 92 million of consolidated operating profit in Q1 2024 and accounted for an operating profit of € 221 million in 2023. The Group’s Common Equity Tier 1 ratio (Basel IV phase-in ratio) stood at 19.7 per cent at the end of the first quarter of 2024.

Arma Partners acted as lead financial advisor and Goldman Sachs acted as financial advisor to Advent International and Aareal. CMS served as legal counsel for Aareal while Weil, Gotshal & Manges LLP provided legal advice to Advent International. Morgan Stanley & Co. International Plc acted as financial advisor to TPG and CDPQ and Kirkland & Ellis LLP served as legal counsel.

MorphoSys and Novartis Sign Delisting Agreement and Intend to Implement a Merger Squeeze-out of MorphoSys’ Minority Shareholders

Media Release

Planegg/Munich, Germany, June 20, 2024

MorphoSys AG (FSE: MOR; NASDAQ: MOR) today announced that the company has entered into a delisting agreement with Novartis BidCo AG and Novartis AG following the successful closing of the acquisition of MorphoSys by Novartis in May 2024. Novartis BidCo Germany AG (together with Novartis BidCo AG and Novartis AG hereinafter collectively referred to as “Novartis”) also informed MorphoSys of their intention to merge MorphoSys into Novartis by initiating a squeeze-out of MorphoSys’ minority shareholders.

In April 2024, Novartis submitted a voluntary public takeover offer for all outstanding MorphoSys no-par value bearer shares, offering MorphoSys shareholders € 68.00 per share in cash (the “Takeover Offer”). The acceptance period of the Takeover Offer and the statutory two-week additional acceptance period ended on May 13, 2024, and May 30, 2024, respectively. As of June 20, 2024, Novartis holds approximately 91.04% of the total MorphoSys share capital, including purchases by Novartis outside of the Takeover Offer. As a result, Novartis is the majority shareholder of MorphoSys, making MorphoSys a Novartis company.

MorphoSys and Novartis Sign Delisting Agreement

Following the settlement of the Takeover Offer, MorphoSys and Novartis today signed an agreement confirming that Novartis intends to launch a public delisting purchase offer (the “Delisting Offer”) for all outstanding MorphoSys no-par value bearer shares that are not presently held by Novartis. Novartis will offer MorphoSys shareholders € 68.00 per share in cash, corresponding to its preceding Takeover Offer.

The Delisting Offer document is expected to be published by Novartis in early July 2024 after the German Federal Financial Supervisory Authority (“BaFin”) has approved its publication, in accordance with the provisions of the German Securities Acquisition and Takeover Act. Once the Delisting Offer document is published by Novartis, a four-week (but not less than 20 U.S. business days) offer period for MorphoSys shareholders to tender their shares will commence.

Following publication of the Delisting Offer document, the MorphoSys Management Board and Supervisory Board will issue a joint reasoned statement in accordance with sec. 27 of the German Securities Acquisition and Takeover Act. Additionally, in accordance with U.S. securities laws, Novartis will file the Delisting Offer document and a Tender Offer Statement on Schedule TO, and MorphoSys will file the joint reasoned statement and a Solicitation/Recommendation Statement on Schedule 14D-9 with the U.S. Securities and Exchange Commission (the “SEC”).

Following BaFin approval, the Delisting Offer document and additional information relating to the Delisting Offer will be published by Novartis on this website: https://www.novartis.com/investors/morphosys-acquisition/delisting-pur .... The Tender Offer Statement on Schedule TO and the Solicitation/Recommendation Statement on Schedule 14D-9 will be made available on the SEC’s website at www.sec.gov and under the “SEC Filings” section of the MorphoSys website at www.morphosys.com/en/investors.

MorphoSys and Novartis Intend to Implement a Merger Squeeze-out of MorphoSys’ Minority Shareholders

Novartis also informed MorphoSys of their intention to merge MorphoSys into Novartis. In this context, Novartis has proposed entering negotiations with the MorphoSys Management Board regarding a merger agreement.

Given Novartis holds approximately 91.04% of the total MorphoSys share capital, Novartis is able to facilitate a squeeze-out of MorphoSys’ minority shareholders in connection with such a merger. Novartis will therefore seek the transfer of MorphoSys’ minority shareholders’ shares to Novartis against an adequate cash compensation (merger squeeze-out). The amount of the cash compensation has not yet been determined.

It is planned that the necessary shareholders’ resolution on the merger squeeze-out will be adopted at the MorphoSys Annual General Meeting expected to take place in August 2024. About MorphoSys

At MorphoSys, we are driven by our mission: More life for people with cancer. As a global biopharmaceutical company, we develop and deliver innovative medicines, aspiring to redefine how cancer is treated. MorphoSys is headquartered in Planegg, Germany, and has its U.S. operations anchored in Boston, Massachusetts. To learn more, visit us at www.morphosys.com and follow us on Twitter at X and LinkedIn.

Novartis BidCo Germany AG Intends to Implement a Merger Squeeze-out of MorphoSys AG’s Minority Shareholders

Publication of an inside information according to Article 17 para. 1 of the Regulation (EU) No. 596/2014

Planegg/Munich, Germany, June 20, 2024

MorphoSys AG (FSE: MOR; NASDAQ: MOR) announces that Novartis BidCo Germany AG informed the MorphoSys AG Management Board of its intention to merge MorphoSys AG as transferring company into Novartis BidCo Germany AG. Novartis BidCo Germany AG proposed to enter negotiations with the MorphoSys AG Management Board on a merger agreement.

In connection with the merger of MorphoSys AG into Novartis BidCo Germany AG, Novartis BidCo Germany AG today also submitted the formal request pursuant to section 62 para. 5 of the German Transformation Act in conjunction with section 327a para. 1 of the German Stock Corporation Act to initiate the procedure for transferring the shares of MorphoSys AG’s minority shareholders to Novartis BidCo Germany AG against an adequate cash compensation (merger squeeze-out), and to ensure that the necessary shareholders’ resolution on the merger squeeze-out is adopted at the MorphoSys AG Annual General Meeting expected to take place in August 2024.

Novartis BidCo Germany AG confirmed that it currently holds approximately 91.04% of the total MorphoSys AG share capital. Therefore, Novartis BidCo Germany AG is the majority shareholder of MorphoSys AG within the meaning of section 62 para. 5 of the German Transformation Act in conjunction with section 327a para. 1 of the German Stock Corporation Act. The amount of the adequate cash compensation that Novartis BidCo Germany AG, as majority shareholder, will grant to MorphoSys AG’s minority shareholders for the transfer of their shares has not yet been determined.

Public Delisting Purchase Offer for Shares of MorphoSys AG

- Convenience Translation -

Novartis BidCo AG

Publication of the decision to launch a public delisting purchase offer (öffentliches Delisting-Erwerbsangebot) in accordance with Sec. 10 para. 1 sentence 1, para. 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) in conjunction with Sec. 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz, BörsG)

Bidder: 

Novartis BidCo AG 

Lichtstrasse 35 4056 Basel, Switzerland 

registered with the commercial register office of the Canton of Basel-City 

under company number CHE-477.907.492 

Target Company: 

MorphoSys AG 

Semmelweisstrasse 7 

82152 Planegg 

registered in the commercial register of the local court of Munich under HRB 121023. 

ISIN: DE0006632003 

Novartis BidCo AG (“Novartis BidCo”), a wholly-owned (indirect) subsidiary of Novartis AG (“Novartis”), has decided today, on 20 June 2024, to submit a public delisting purchase offer (“Delisting Purchase Offer”) pursuant to Sec. 39 para. 2 sentence 3 no. 1 BörsG in the form of a cash offer to the shareholders of MorphoSys AG (“MorphoSys”), with its registered office in Planegg, Germany, to acquire all no-par value bearer shares in MorphoSys, each representing a pro rata amount of the registered share capital of MorphoSys of EUR 1.00 per share (ISIN: DE0006632003) (“MorphoSys Shares”), which are not already held by Novartis BidCo. 

As of today, on 20 June 2024, Novartis BidCo indirectly holds 34,337,809 MorphoSys Shares through its whollyowned subsidiary Novartis BidCo Germany AG, which corresponds to approximately 91.04 % of MorphoSys’ entire share capital (corresponding to approximately 91.17 % of the share capital with voting rights). 

Under the Delisting Purchase Offer, Novartis BidCo will offer EUR 68.00 in cash as consideration for each MorphoSys Share (including all MorphoSys Shares represented by American Depositary Shares) tendered to Novartis BidCo for acceptance, subject to the determination of the minimum price and the final determination in the offer document. 

The Delisting Purchase Offer will not be subject to any offer conditions. The Delisting Purchase Offer will otherwise be made on the final terms and provisions set forth in the offer document. To the extent legally permissible, Novartis BidCo reserves the right to deviate from the basic terms described herein. 

Novartis BidCo and MorphoSys have executed today, on 20 June 2024, a delisting agreement (“Delisting Agreement”). Under the Delisting Agreement, MorphoSys has undertaken towards Novartis BidCo to apply for the revocation of the admission to trading of the MorphoSys Shares on the regulated market (regulierter Markt) (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (so-called delisting) no later than one (1) week prior to the expiration of the acceptance period of the Delisting Purchase Offer. 

The offer document and further notifications relating to the Delisting Purchase Offer will be published on the internet under https://www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer.

(...)

INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, MEANS TO TENDER AND RELATED OFFER DOCUMENTS THAT WILL BE FILED BY NOVARTIS AND NOVARTIS BIDCO WITH THE SEC) AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 THAT WILL BE FILED BY MORPHOSYS WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

(...)

Basel, 20 June 2024 

Novartis BidCo AG 

Board of Directors 

LinkedIn group "SpruchZ: Shareholders in Germany"

https://www.linkedin.com/groups/8290910/

Vectron Systems AG: Business Combination with the Shift4 group to be completed, Delisting planned

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

Münster, 13 June 2024. The business combination of Vectron Systems AG (“Vectron”) with the Shift4 group (“Shift4”) announced on 1 June 2024 was previously subject to the condition that Shift4 succeeds in acquiring a total of at least 70% of Vectron’s shares (including the shares from the planned capital increase). Shift4 has declared today that it waives this condition, respectively that the condition is deemed to be fulfilled because the 70% threshold is nearly met. This means not only that the acquisition of approximately 41.4% of Vectron's share capital from the current CEO Thomas Stümmler and a company controlled by him will be completed, but also that the agreed Business Combination Agreement is finally binding and that the 10% capital increase from authorized capital will be subscribed by Shift4 and completed. The condition is also no longer relevant for the current tender offer for all Vectron shares at an offer price of EUR 10.50 per Vectron share. Following the tender offer a de-listing of the Vectron-share is envisaged with short notice.

MEDION AG: Lenovo Germany Holding GmbH submits request for transfer of the shares held by the minority shareholders of MEDION AG (squeeze-out under German stock corporation law)

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

Lenovo Germany Holding GmbH, an indirect subsidiary of Lenovo Group Limited, today submitted to the Management Board of MEDION AG, Essen, a formal notice pursuant to Sec. 327a (1) of the German Stock Corporation Act (Aktiengesetz, "AktG") to request that the general shareholders' meeting of MEDION AG approve the transfer of the shares held by the minority shareholders to Lenovo Germany Holding GmbH in return for appropriate cash compensation (squeeze-out under German stock corporation law). Lenovo Germany Holding GmbH has announced that it will inform MEDION AG of the amount of the cash compensation in a separate specified request (konkretisiertes Verlangen) to be submitted as soon as the amount has been determined.

Lenovo Germany Holding GmbH has confirmed that it holds approximately 98.06% of the relevant share capital of MEDION AG and is thus the majority shareholder pursuant to Sec. 327a (1) AktG.

The time the squeeze-out under stock corporation law takes effect depends on, inter alia, the approving resolution of MEDION AG's general shareholders' meeting and the registration of the transfer resolution in the commercial register. MEDION AG will issue a separate notice to announce the date of the general shareholders' meeting that will resolve upon the squeeze-out.

Essen, June 13, 2024

MEDION AG
Management Board (Vorstand)

Pineapple German Bidco GmbH determines cash compensation for the squeeze-out at EQS Group AG to be EUR 40 per share

Corporate News

Munich, June 12, 2024 – Pineapple German Bidco GmbH, a holding company controlled by funds managed and/or advised by Thoma Bravo, L.P., today has confirmed and specified its request dated March 1, 2024, to transfer the shares of the remaining shareholders of EQS Group AG (minority shareholders) to Pineapple German Bidco GmbH. By way of a squeeze-out procedure pursuant to sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz), Pineapple German Bidco GmbH, as main shareholder of EQS Group AG, will acquire the shares of the minority shareholders. It has informed EQS Group AG that it determined the amount of the cash compensation for the transfer of the shares to be EUR 40.00 per share.

The transfer resolution required for the squeeze-out shall be resolved upon at this year’s annual general meeting of EQS Group AG which in due course shall be convened for July 30, 2024.

MorphoSys AG: Arkadius Pichota and Lukas Gilgen appointed to Management Board of MorphoSys AG replacing the current CEO and CFO

Publication of an inside information according to Article 17 para. 1 of the Regulation (EU) No. 596/2014

Planegg/Munich, Germany, June 6, 2024

Following the closing of the takeover offer by Novartis BidCo AG to the shareholders of MorphoSys AG (the “Company”) (FSE: MOR; NASDAQ: MOR) and the resignation of Marc Cluzel, George Golumbeski, Krisja Vermeylen, Michael Brosnan and Andrew Cheng from the Company’s supervisory board, the Munich Local Court appointed Heinrich Moisa, Romain Lege and Silke Mainka as new members. The newly composed Supervisory Board held its first meeting today and resolved to appoint Arkadius Pichota and Lukas Gilgen to the Company’s management board. Arkadius Pichota, who until now served as President, General Manager and Chairman of the Board of the Novartis subsidiary Navigate BioPharma Services, Inc., has been appointed as the new CEO and Lukas Gilgen, who until now served as Transaction Lead Enterprise Projects with Novartis International AG, has been appointed as the new CFO. Jean-Paul Kress’s and Lucinda Crabtree’s membership of the Company’s Management Board has ended today.

Acquisition of MorphoSys by Novartis Closed

Business Combination Agreement:

On February 5, 2024, MorphoSys entered into a Business Combination Agreement with Novartis BidCo AG (formerly known as Novartis data42 AG) and Novartis AG (hereinafter collectively referred to as “Novartis”) based on the intention of Novartis to submit a voluntary public takeover offer for all outstanding MorphoSys no-par value bearer shares. Novartis offered MorphoSys shareholders € 68.00 per share in cash, representing a total equity value of € 2.7 billion (the “Takeover Offer”).

Takeover Offer Results and Next Steps:

The acceptance period of the Takeover Offer ended on May 13, 2024. The statutory two-week additional acceptance period ended on May 30, 2024.

During the acceptance period and the additional acceptance period, the Takeover Offer was accepted by approximately 89.5% of the total share capital of MorphoSys, including purchases by Novartis outside of the Takeover Offer for approximately 11.6% of the share capital.

The settlement of the shares tendered during the acceptance period and the change of control occurred on May 23, 2024. As a result, Novartis became the majority shareholder of MorphoSys, making MorphoSys a part of Novartis. The settlement of the shares tendered during the additional acceptance period is expected to occur on June 10, 2024.

Novartis continues to progress the workstreams for implementation of both a delisting of MorphoSys and a domination and profit and loss transfer agreement with MorphoSys.

source: MorphoSys AG

Vectron Systems AG: Vectron Enters into Business Combination Agreement, Resolves 10% Capital Increase Without Subscription Rights of the Shareholders and Supports Voluntary Public Acqusition Offer

MÜNSTER, GERMANY / May 31, 2024 / Vectron Systems AG ("Vectron") today entered into a Business Combination Agreement with the Shift4 group ("Shift4"). Shift4 is a US-based, publicly traded company specialising in integrated payments and commerce technology. With the agreement, Vectron and Shift4 aim to effect a mutually beneficial business combination in order to pursue a joint growth strategy. At the same time, Shift4 has entered into a share purchase agreement with the CEO, Thomas Stümmler, and a company controlled by him regarding the purchase of shares representing approx. 41.4% of the share capital of Vectron.

Pursuant to the Business Combination Agreement, Shift4 has committed to launch, within six business days, a voluntary public acqusition offer for all outstanding shares of Vectron (i.e., other than Vectron shares acquired by bilateral purchase agreements) at an offer price of EUR 10.50 per Vectron share.

The offer price of EUR 10.50 per Vectron share corresponds to a premium of approx. 50.4% on the volume-weighted average share price of EUR 6.97 during the last six months prior to the announcement of the transaction. The Management Board and Supervisory Board of Vectron welcome the attractive offer price, fully support the takeover offer and, subject to review of the offer document once published by Shift4, expect to recommend that shareholders accept the offer.

In the Business Combination Agreement, Shift4 has further undertaken to subscribe to a capital increase from authorised capital by issuing 805,651 new shares (corresponding to 10% of the current share capital) at a price of EUR 10.50 per share, i.e. issue proceeds of around EUR 8.5 million. To this end, the Management Board, with the approval of the Supervisory Board, resolved a corresponding capital increase today. Shareholders' subscription rights are excluded. In addition, Shift4 has declared its willingness in principle to support the further growth of Vectron through operational co-operation and, as relevant, with financial resources.

The capital increase subscription obligation of Shift4, the consummation of the intended takeover offer and the share purchase agreement with Thomas Stümmler and the company controlled by him are each subject, among other things, to the condition that Shift4 succeeds in acquiring a total of at least 70% of the Vectron shares (taking into account the new shares to be subscribed from the capital increase). In addition, the respective agreements are subject to further customary closing conditions. The transactions are not subject to any regulatory approval requirements or conditions.

Shift4 and Vectron are endeavouring to fully integrate Vectron into Shift4. To this end, Vectron has undertaken to support possible structural measures, in particular a delisting of the Vectron shares from stock exchange trading, the conclusion of a domination agreement, a squeeze-out or other integration measures in due course at the request of Shift4 after completion of the acquisition offer. Such delisting does not trigger any obligation of Shift4 to make a (further) public offer to acquire Vectron Shares.

The Vectron Management Board is to remain in office and Vectron is to distribute Shift4's payment processing services in Germany in future.