22 February 2024

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

21 February 2024

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

26 January 2024

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.

12 December 2023

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

17 November 2023

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.”

09 November 2023

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.

07 November 2023

Spark Networks SE: StaRUG Proceeding

On October 9, 2023, Spark Networks SE filed a notification of restructuring and a restructuring plan (the “Restructuring Plan”) in the Local Court Charlottenburg, Berlin, Germany – Restructuring Court (the “German Court”) pursuant to the Act on the Stabilization and Restructuring Framework for Companies (Gesetz über den Stabilisierungs- und Restrukturierungsrahmen für Unternehmen, StaRUG) (“StaRUG”) and initiated a restructuring proceeding (the “StaRUG Proceeding”). 

https://cases.ra.kroll.com/sparknetworks/Home-Index

26 October 2023

Tion Renewables AG: Hopper BidCo GmbH requests squeeze-out of minority shareholders of Tion Renewables AG (squeeze-out)

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

Grünwald, October 24, 2023. Hopper BidCo GmbH, an acquisition company which is indirectly held by EQT Active Core Infrastructure SCSp, informed Tion Renewables AG today that it has acquired more than 95% of the shares in Tion Renewables AG.

Furthermore, Hopper BidCo GmbH submitted a letter to Tion Renewables AG today requesting that the general meeting of Tion Renewables AG shall pass a resolution on the transfer of the shares held by the remaining shareholders of Tion Renewables AG to Hopper BidCo GmbH in return for an appropriate cash compensation (squeeze out).

The amount of the cash compensation is yet to be determined; it will be communicated by Hopper BidCo GmbH once the necessary valuation of Tion Renewables AG has been completed. Thereafter, in accordance with statutory provisions, Tion Renewables AG will decide upon convening an extraordinary general meeting to resolve upon the squeeze out.

Grünwald, October 24, 2023

Tion Renewables AG
The Management Board

20 October 2023

Adler Group S.A.: Successful squeeze-out at ADLER Real Estate AG

Corporate News

- Resolution to transfer the shares entered in the commercial register

- Minority shareholders of ADLER Real Estate AG to receive EUR 8.76 per share

- Delisting of ADLER Real Estate AG expected

Luxembourg/Berlin, 19 October 2023 - The competent local court in Berlin entered the resolution on the transfer of the shares of the remaining minority shareholders of ADLER Real Estate AG to Adler Group S.A. ("Adler Group") as the majority shareholder in the commercial register. The corresponding resolution of the Annual General Meeting of ADLER Real Estate AG of 28 April 2023 has thus become effective. The entry was made possible after the competent Superior Court in Berlin determined in a release procedure („Freigabeverfahren”) that the pending actions for avoidance do not prevent the entry.

The minority shareholders are entitled to an appropriate cash compensation for the transfer of their shares, which was set at EUR 8.76 per share of ADLER Real Estate AG which was resolved upon by the Annual General Meeting. The cash compensation will be paid out promptly in exchange for the shares being derecognised. Quirin Privatbank AG, Berlin, has assumed the guarantee for this.

Adler Group expects the revocation of the admission of the shares of ADLER Real Estate AG to trading on the regulated market of the Frankfurt Stock Exchange to take place promptly. This is a further step in the simplification of the Adler Group's corporate structure announced in spring 2022.

__________

note of the editor:

The adequacy of the cash compensation, offered to the mindority shareholders (well below the NAV), will be reviewed in an appraisal proceeding. More information: kanzlei@anlageanwalt.de

17 October 2023

Merger-related squeeze-out at Kabel Deutschland Holding AG: Merger registered - appropriateness of cash settlement to be reviewed

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

The merger of Kabel Deutschland Holding AG was entered in the Commercial Register (Munich Local Court) on October 11, 2023:

"In connection with the merger of the Company as the transferring legal entity with Vodafone Vierte Verwaltungs AG with its registered office in Düsseldorf (Düsseldorf Local Court HRB 70886) as the acquiring legal entity on the basis of the merger agreement dated July 24, 2023, the General Meeting of Shareholders resolved to transfer the shares of the remaining shareholders to the principal shareholder, Vodafone Vierte Verwaltungs AG with its registered office in Düsseldorf (Düsseldorf Local Court HRB 70886), in return for cash compensation. The resolution shall only become effective upon entry of the merger in the register of the registered office of the acquiring legal entity.

The Company, as the transferring legal entity, has merged with Vodafone Vierte Verwaltungs AG with its registered office in Düsseldorf (Düsseldorf Local Court HRB 70886) on the basis of the merger agreement dated July 24, 2023. The merger shall only become effective upon entry of the merger in the commercial register of the acquiring legal entity." 

The merger has now also been entered in the commercial register of Vodafone Vierte Verwaltungs AG on October 16, 2023, so that the squeeze-out under merger law has become effective. From the commercial register excerpt of the Düsseldorf Local Court:

"The Company, as the acquiring legal entity, has merged with Kabel Deutschland Holding AG with its registered office in Unterföhring (Munich Local Court HRB 184452) in accordance with the merger agreement dated July 24, 2023."

The appropriateness of the cash compensation offered to the Kabel Deutschland minority shareholders will be reviewed by the Munich Regional Courts in an appraisal proceeding.

Software AG: Silver Lake successfully completes voluntary public tender offer of Software AG

Darmstadt, Germany – September 28, 2023: Silver Lake has successfully completed its voluntary public tender offer of Software AG. After the fulfilment of all closing conditions, Mosel Bidco SE, a holding company controlled by funds managed or advised by Silver Lake, announced today the settlement of the tender offer. Software AG shareholders will now receive the offer price of EUR 32.00 in return for each tendered share of Software AG.

On September 15, 2023, Silver Lake had obtained the last outstanding merger control clearance and therefore the final closing condition of the tender offer was fulfilled. Based on the acceptance rate of the tender offer plus the total number of Software AG shares held by Silver Lake (including shares for which Silver Lake has entered into agreements to acquire such shares), Silver Lake has secured 85.1 percent of the share capital and voting rights of Software AG.

Software AG can now implement its deepened strategic partnership with Silver Lake to accelerate the execution of the company's strategy.

About Software AG

Software AG simplifies the connected world. Founded in 1969, it helps deliver the experiences that employees, partners and customers now expect. Its technology creates the digital backbone that integrates applications, devices, data and clouds; empowers streamlined processes; and connects "things" like sensors, devices and machines. It helps 10,000+ organizations to become a truly connected enterprise and make smarter decisions, faster. The Company has about 5,000 employees across more than 70 countries and annual Group revenue of more than €950 million.

13 October 2023

Heliad AG: Registration of merger and renaming of FinLab AG to Heliad AG completed

Corporate News

Highlights following the merger: 

- Increase in Net Asset Value (NAV) to c. EUR 150 million. 

- Investments in some of the most promising German start-ups, including Enpal B.V.
and Raisin GmbH with a cumulative NAV of c. EUR 45 million.

- More than EUR 70 million NAV in other non-publicly listed investments.

- Share of c. 4.7% in the publicly listed flatexDEGIRO AG. 

- No management and performance fees; Net expense ratio to NAV of less than 2%. 

- Increase in free float to c. 40% and improved corporate governance.

Frankfurt am Main, October 13, 2023 – Heliad AG (formerly FinLab AG) is pleased to announce today that the merger of Heliad Equity Partners GmbH & Co. KGaA into Heliad AG (formerly FinLab AG) has been successfully registered in the commercial register and has thus become effective. Following the registration of the merger, the planned renaming of the merged company to Heliad AG also became effective.

The operational merger of the two companies can thus be completed in the short term. The shares of the "new" Heliad AG will continue to be listed on the Frankfurt Stock Exchange (open market / MTF) under the stock ticker A7A and ISIN DE0001218063.

The merger offers considerable advantages for shareholders. On the one hand, the critical mass increases to c. EUR 150 million net asset value, this includes stakes in some of the most promising German start-ups - in particular Enpal and Raisin, which together represent a Net Asset Value of more than EUR 45 million. Both companies were able to close significant financing rounds despite a difficult market environment and benefit from growth trends in renewable energy and an adjusted interest rate environment.

Other non-publicly listed companies in the portfolio represent more than EUR 70 million NAV and benefit from strong technology trends. Furthermore, a 4.7% stake in the publicly listed company flatexDEGIRO AG is also included in the portfolio.

Moreover, the merger strengthens governance and transparency for shareholders and increases the free float to c. 40%.

Recurring income from third-party mandates currently amounts to EUR 0.5-1 million. The optimized cost structure after the merger therefore results in a net expense ratio significantly below 2% of the current NAV. Additional fees in the form of management and performance fees do not apply.

Upcoming measures for shareholders

In order to execute the exchange of shares in Heliad Equity Partners GmbH & Co. KGaA into shares in Heliad AG (formerly FinLab AG), pursuant to the German Transformation Act and the provisions of the merger agreement, Heliad Equity Partners GmbH & Co. KGaA has appointed Berenberg Bank (Joh. Berenberg, Gossler & Co. KG) as trustee.

The existing shareholders of Heliad Equity Partners GmbH & Co. KGaA shall receive, in accordance with the provisions of the merger agreement, 5 (five) shares in Heliad AG (formerly FinLab AG) for every 12 (twelve) shares in Heliad Equity Partners GmbH & Co. KGaA. The exchange is executed by granting the existing shareholders partial rights to new shares in Heliad AG (formerly FinLab AG) in accordance with the exchange ratio. Each partial right corresponds to 5/12 of a full right to be exchanged into a whole share in Heliad AG (formerly FinLab AG).

The conversion into the partial rights of Heliad AG (formerly FinLab AG) will be carried out directly by Clearstream Bank AG. This conversion shall take place without the involvement of the custodian banks. Based on the holdings on the "record date" October 20, 2023,  in the evening, in the shares ISIN DE000A0L1NN5, the corresponding partial rights (ISIN DE000A37FTU4) to be exchanged into the new shares of Heliad AG (formerly FinLab AG) will be credited to the custodian banks on the "payment date" October 20, 2023 in the specified ratio and the holdings of the previous shares in Heliad Equity Partners GmbH & Co. KGaA (ISIN DE000A0L1NN5) will be derecognized at the same time. 

The partial rights to which each depository customer is entitled will be merged into full rights and then exchanged for new shares in Heliad AG (formerly FinLab AG) (ISIN DE0001218063). This exchange process is expected to be conducted between October 23, 2023 and the beginning of November. At the end of the exchange process, some partial rights per depository customer might have not been able to be combined into full rights und consequently could not be converted into new shares. Ultimately, those remaining partial rights will be combined into full rights, the resulting shares of Heliad AG (formerly FinLab AG) are sold on the market and the proceeds are credited to the respective depository customer in accordance with the number of his partial rights.

About Heliad AG

Heliad invests in market leading, fast-growing technology companies with the target of initiating the next phase of growth. As a publicly listed company and through its strong team and strategic partners, Heliad can support companies pre-, at-, and post-IPO and act as a gateway to public equity capital markets. An evergreen structure allows Heliad to act independently of usual fund lifecycles and provides shareholders with unique access to pre-IPO market returns without any restrictions or limitations in terms of investment size and term commitment.

22 September 2023

Appraisal proceedings regarding the control and profit and loss transfer agreement with Studio Babelsberg AG: Appointment of a joint representative

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

Several minority shareholders have applied to the Potsdam Regional Court for a judicial review of the cash compensation offered and the annual compensation payment with regard to the domination and profit and loss transfer agreement with Studio Babelsberg AG as the controlled company, which was approved at the Extraordinary General Meeting on March 31, 2023. The Potsdam Regional Court has announced that it will combine the motions received for a joint hearing and decision.

By order of September 13, 2023, the Potsdam Regional Court - 1st Chamber for Commercial Matters - appointed Dr. Peter Dreier, Düsseldorf, attorney-at-law, as joint representative of the minority shareholders not filing an application. The defendant, a subsidiary of TPG Real Estate Partners (which also owns Cinespace Studios), was ordered by the court to comment on the motions within two months.

The 1st Commercial Division also announced that it would first await the preliminary decision on two actions for annulment and rescission still pending before the 2nd Commercial Division and suspend the award proceedings until then in accordance with § 21 FamFG.

Potsdam Regional Court, Case No. 51 O 63/23 et al.
Arendts, F. et al. ./. Kino BidCo GmbH
joint representative: RA Dr. Peter Dreier, 40213 Düsseldorf, Germany

Appraisal proceedings regarding the control and profit and loss transfer agreement with Vantage Towers AG

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

Several minority shareholders have applied to the Düsseldorf Regional Court for a judicial review of the adequacy of the cash compensation and annual settlement offered under the domination and profit and loss transfer agreement.

The majority shareholder Oak Holdings GmbH has offered a cash compensation of EUR 28.24 per Vantage Towers share and a annual compensation payment of EUR 1.63 gross per share less an amount for corporate income tax and the solidarity surcharge in accordance with the tax rate applicable to these taxes for the respective financial year (currently therefore EUR 1.52 net). The compensation offered is thus significantly lower than the most recent share prices (currently only on the open market of the Hamburg Stock Exchange).

A procedural connection and the appointment of the joint representative have not yet been made.

Düsseldorf Regional Court, Case No. 31 O 14/23 [AktE] et al.