SpruchZ: Shareholders in Germany
Information on rights of shareholders and shareholders compensation claims ("squeeze-out", mergers, control agreements, delisting of shares etc.), appraisal arbitrage litigation
28 January 2026
DATAGROUP SE: Munich Stock Exchange announces dates for delisting of DATAGROUP shares
The inclusion and listing of DATAGROUP SE shares in m:access (open market) will be terminated at the end of February 27, 2026. The inclusion in the open market of the Munich Stock Exchange will also be revoked at the request of the issuer in accordance with Section 11 (1) in conjunction with Section 7 (1) (b) of the Terms and Conditions for the Open Market of the Munich Stock Exchange ("AGB-FV"). The listing will be discontinued at the end of June 30, 2026.
Shareholders who remain invested must expect that, after delisting, their shares will likely only be freely tradable to a limited extent or possibly not at all, as trading volume is likely to decline significantly and trading opportunities are expected to be significantly restricted.
About DATAGROUP
DATAGROUP is one of the leading German IT service providers. Some 3,700 employees at locations across Germany design, implement, and operate IT infrastructures and business applications. With its CORBOX product, DATAGROUP is a full-service provider, supporting global IT workplaces for medium and large enterprises as well as public authorities. DATAGROUP is growing organically and through acquisitions. The acquisition strategy is particularly noted for its optimal integration of new companies. DATAGROUP is actively participating in the consolidation process with its “buy and turn around” and its “buy and build” strategy.
www.datagroup.de
23 January 2026
Covestro AG decides to apply for switch from the Prime Standard to the General Standard of the Frankfurt Stock Exchange
The shares of Covestro AG (WKN 606214 / ISIN DE0006062144) are currently admitted to trading on the regulated market of the Frankfurt Stock Exchange and to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard).
18 December 2025
centrotherm international AG: Centrotherm AcquiCo AG submits request for the squeeze-out of minority shareholders of centrotherm international AG
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Centrotherm AcquiCo AG submits request for the squeeze-out of minority shareholders of centrotherm international AG pursuant to section 62 para. 5 sentence 1, 8 of the German Transformation Act in conjunction with sections 327a et seq. of the German Stock Corporation Act (squeeze-out under merger law)
Blaubeuren, 17. December 2025 – Today, Centrotherm AcquiCo AG (formerly: Perle 49. AG), Frankfurt am Main (“Main Shareholder”), informed centrotherm international AG (“Company”) that it owns shares in the Company amounting to 90% of the Company’s share capital following the consummation of the share purchase agreement with Solarpark Blautal GmbH.
The Main Shareholder therefore requested the Company’s management board today to have a resolution passed at a shareholders’ meeting of the Company, which is yet to be convened, in connection with a group merger of the Company as the transferring legal entity to the Main Shareholder as the acquiring legal entity, on the transfer of the shares of the Company’s remaining shareholders to the Main Shareholder against payment of an adequate cash compensation pursuant to section 62 para. 5 sentence 1, 8 of the German Transformation Act in conjunction with sections 327a et seq. of the German Stock Corporation Act (“Squeeze-Out”). For this purpose, a merger agreement shall be concluded between the Company and the Main Shareholder.
The amount of the cash compensation has not yet been determined. It will be determined on the basis of, among other things, a company valuation that is still to be carried out and will be disclosed to the Company separately in a second squeeze-out request from the Main Shareholder. The adequacy of the cash compensation determined will be reviewed by an expert auditor to be appointed by the competent court.
The Squeeze-Out will take effect subject to, among other things, the approval of the Company’s shareholders’ meeting and the registration of this resolution and the merger with the Company’s commercial register as well as the registration of the merger with the commercial register of the Main Shareholder. The shares of the minority shareholders will only be transferred to the Main Shareholder once the merger has been registered with the commercial register of the Main Shareholder.
The Company’s shareholders’ meeting is expected to pass a resolution on the Squeeze-Out at the 2026 Annual General Meeting. The Company will provide information on the date of the 2026 Annual General Meeting in accordance with legal requirements.
17 December 2025
4SC AG: Capital reduction to zero and simultaneous capital increase effective - Delisting from the Frankfurt Stock Exchange
Planegg-Martinsried, Germany, 16 December 2025 – 4SC AG announces that the capital reduction to zero euros and the simultaneous cash capital increase of approximately €2.7 million, which were resolved by the Annual General Meeting on September 19, 2025, became effective today. This means that the old shares of 4SC AG (ISIN DE000A3E5C40) and the admission of the old shares to trading on the regulated market of the Frankfurt Stock Exchange and to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) have been terminated (delisting). The old shares will be deregistered in the next few days by the custodian banks and Clearstream Europe AG (formerly Clearstream Banking AG). Delivery of the new shares subscribed for as part of the capital increase (including additional subscriptions) (ISIN DE000A0L1LC2) will take place on or around December 23, 2025, by means of booking with the respective custodian bank. The allocation ratio for additional subscriptions is approximately 48.6%. As announced, the new shares will not be admitted to trading on the stock exchange.
09 December 2025
JPMorgan Chase & Co. now holds 6.58% of Covestro AG: Will there be a squeeze-out in favour of ADNOC?
by Attorney-at-Law Martin Arendts, M.B.L.-HSG
According to the voting rights notification dated December 9, 2025, JPMorgan Chase & Co. now holds 6.58% of Covestro AG, which is slightly more than the previously reported 6.48%. It is interesting to note that the share held directly via shares (and not via instruments) has been increased from 3.97% to 6.45%. This indicates that JPMorgan Chase & Co. wants to play a role in the so-called “endgame” following the successful takeover by ADNOC.
In July, the European Commission initially launched an in-depth investigation to examine the acquisition of Covestro by Abu Dhabi National Oil Company PJSC (“ADNOC”) under the Foreign Subsidy Regulation (“FSR”). This investigation was successful for the bidder. Germany also approved the takeover (recent foreign trade clearance by the BMWK).
An agreed 10% capital increase is expected to bring Covestro €1.17 billion in fresh capital. Delisting and a squeeze-out are likely to follow.
07 December 2025
PULSION Medical Systems SE: Squeeze-out of minority shareholders registered
Klöckner & Co SE confirms rumors on negotiations regarding a potential voluntary public takeover offer by Worthington Steel, Inc.
Klöckner & Co SE confirms rumors that the company is in negotiations with Worthington Steel, Inc. regarding a voluntary public takeover offer for all shares of Klöckner & Co SE and Worthington Steel, Inc. is conducting a due diligence review.
It is currently uncertain whether or under which conditions a potential voluntary public takeover offer will be pursued.
Dubious purchase offer for shares in PharmaSGP Holding SE by a supposed “Brockhaus Private Equity”
by Attorney-at-Law Martin Arendts, M.B.L.-HSG
At the end of November 2025, a “voluntary public purchase offer” to the shareholders of Pharma SGP Holding SE (WKN A2P4LJ, ISIN: DE000A2P4LJ5) was published in the Federal Gazette/"Bundesanzeiger" (and thus with a completely official stamp). The offer is for EUR 34.30 per PharmaSGP share, significantly more than the cash compensation of EUR 30.64 per share offered for the upcoming squeeze-out and higher than the current stock market prices.
In addition to the questionable economic viability of the offer, the unusual email address “mail.de” is also cause for concern. The offer allegedly comes from Brockhaus Private Equity GmbH, which has, however, clearly denied this. It is therefore likely to be a case of identity theft (a fairly common scam in such cases).
There have been a number of similar dubious purchase offers recently. In some cases, attempts are made to persuade interested parties to make further purchases and payments. In other cases, confidential data (bank details and securities account numbers) is also obtained.
https://spruchverfahren.blogspot.com/2025/12/unserioses-kaufangebot-fur-aktien-der.html
25 November 2025
Nexus AG: Registration of the Squeeze-Out Resolution in the Commercial Register
The resolution adopted by the Annual General Meeting of Nexus AG (Symbol: NXU; ISIN: DE000522909) on 25 September 2025 regarding the transfer of the shares held by the minority shareholders of Nexus AG to the principal shareholder, Project Neptune Bidco GmbH, a holding company controlled by investment funds advised and managed by affiliates of TA Associates Management, L.P., in return for payment of a cash compensation of EUR 70.00 per no-par value bearer share pursuant to Sections 327a et seq. of the German Stock Corporation Act (AktG) (the "Squeeze-Out Resolution"), was registered in the company's Commercial Register today, 24 November 2025.
Upon registration of the Squeeze-Out Resolution in the Commercial Register, all shares held by the minority shareholders of Nexus AG have, by operation of law, been transferred to Project Neptune Bidco GmbH. The listing of Nexus AG's shares on the stock exchange is expected to be discontinued shortly. Any stock exchange trading conducted until such discontinuation will constitute trading solely in the minority shareholders' claims to cash compensation. The terms and procedures for payment of the determined cash compensation will be published separately by Project Neptune Bidco GmbH.
Donaueschingen, November 24th 2025
The Managing Board
29 October 2025
OHB SE completes full takeover of MT Aerospace AG
OHB SE (ISIN: DE0005936124, Prime Standard) has acquired a further 30 % of shares in MT Aerospace AG, thereby becoming the sole shareholder in the company. MT Aerospace is a leading international aerospace company and has been part of the OHB Group since 2005.
“The full takeover of shares in MT Aerospace AG underlines both our confidence in the company's established growth path and in the very positive development of the global launch vehicle market. With its products and services, the company has been a reliable partner for decades, not only for the European aerospace industry, but also for the defense industry. We are convinced that our position as the single shareholder will make it easier for us to strengthen our position in the growing defense market," states Marco Fuchs, CEO of OHB SE.
The more than 500 employees develop, manufacture and test components for institutional and commercial launch vehicle programs, for aircraft, satellites and for applications in the defense industry. The company is Germany's largest supplier to the European Ariane 6 program. With a share of over 10 percent of the work packages for the Ariane 6 launch vehicle, the company is making a significant contribution to securing European access to space.
PharmaSGP Holding SE FUTRUE increases adequate cash compensation under the squeeze-out
Gräfelfing, October 28, 2025 – Under agenda item 1 of the extraordinary general meeting of PharmaSGP Holding SE convened for October 31, 2025, the Management Board and Supervisory Board propose, at the request of FUTRUE GmbH, to transfer the shares of the remaining shareholders (minority shareholders) of PharmaSGP Holding SE to FUTRUE GmbH as the main shareholder in return for an adequate cash compensation in accordance with Sections 327a et seq. of the German Stock Corporation Act (AktG) (so-called squeeze-out).
The adequate cash compensation was originally set by FUTRUE GmbH at EUR 29.33 per PharmaSGP share. In view of the developments of the capital market and the business performance of PharmaSGP Holding SE in the meantime, ValueTrust, as a neutral expert, has updated its expert opinion. In light of this, FUTRUE GmbH has decided to increase the adequate cash compensation from EUR 29.33 to EUR 30.64 per share and has notified the Management Board of PharmaSGP Holding SE of this increase today.
Due to these developments, the Management Board and Supervisory Board have today amended their resolution proposal on agenda item 1 of the extraordinary general meeting on October 31, 2025, so that it now provides for an adequate cash compensation of EUR 30.64 per share.
The amended resolution proposal and other related documents, in particular, a supplement to the transfer report of FUTRUE GmbH explaining and justifying the adequacy of the adjusted cash compensation, as well as updated statements by the neutral expert and the court-appointed expert auditor, are available on the PharmaSGP Holding SE website under the heading “General Meeting.”
Further, an updated proxy form for instructing the company's proxies, which refers to the amended proposal, is available on the PharmaSGP Holding SE website under the heading “General Meeting.”
ABOUT PHARMASGP HOLDING SE
PharmaSGP is a leading consumer health company with a diversified portfolio of over-the-counter (OTC) pharmaceuticals and other healthcare products that are marketed with a focus on the pharmacy distribution channel. These products are mostly based on natural active pharmaceutical ingredients with documented efficacy and few known side effects.
The Company’s core brands cover chronic indications, including rheumatic pain, nerve pain and other age-related ailments. In Germany, PharmaSGP is the market leader for systemic chemical-free pain remedies with its brand families RubaXX® for rheumatic pain and Restaxil® for neuralgic pain. Furthermore, PharmaSGP also offers leading products against sexual weakness and vertigo symptoms. Since introducing the first product from the current product portfolio in 2012, PharmaSGP has successfully established its business model in other European countries, including Austria, Italy, Belgium, Spain and France. In September 2021, the product portfolio was expanded by the brands Baldriparan®, Formigran®, Spalt® and Kamol®, thus also strengthening or developing the indications pain and sleep disorder. The sales territory was expanded to include Switzerland and Eastern Europe. In 2024, PharmaSGP generated revenues of €118.8 million at an adjusted EBITDA margin of 31.3%.
09 October 2025
artnet AG: Leonardo Art Holdings GmbH submits specified squeeze-out request and sets cash compensation for the transfer of the shares held by the minority share-holders of artnet AG at EUR 11.16
New York/Berlin, October 8, 2025 – Leonardo Art Holdings GmbH (“Main Shareholder”) today confirmed and specified its request to the management board of artnet AG (“Company”) dated August 19, 2025, for the transfer of the shares of the remaining shareholders of the Company (“Minority Shareholders”) to the Main Shareholder against payment of an adequate cash compensation in accordance with Sections 327a et seq. of the German Stock Corporation Act (“Squeeze-Out”).
The Main Shareholder has informed the Company’s management board that it holds approximately 95.42% of the Company’s share capital as of today following the completion of its public takeover and delisting offer and has set the adequate cash compensation for the transfer of the shares of the Minority Shareholders at EUR 11.16 per no-par value registered share of the Company. The court-appointed expert auditor responsible for reviewing the adequacy of the cash compensation has confirmed the adequacy of the cash compensation determined by the Main Shareholder.
The squeeze-out resolution of the Company’s shareholders meeting shall be passed at an extraordinary general meeting of the Company, which is expected to take place on November 20, 2025 in Berlin in the form of a physical shareholders’ meeting.
The Squeeze-Out will take effect once the squeeze-out resolution has been passed by the Company’s shareholders meeting and registered with the commercial register. Upon registration of the squeeze-out resolution with the commercial register, all shares held by Minority Shareholders in the Company will be transferred to the Majority Shareholder.
24 September 2025
PharmaSGP Holding SE: PharmaSGP convenes extraordinary general meeting to resolve on Squeeze-out
Gräfelfing, September 22, 2025 – As already announced in the ad hoc announcement by PharmaSGP Holding SE on July 24, 2025, FUTRUE GmbH informed PharmaSGP Holding SE on July 24, 2025 that it owns more than 95% of the shares in PharmaSGP Holding SE within the meaning of Section 327a of the German Stock Corporation Act (AktG) and that, pursuant to Section 327a para. 1 AktG, the general meeting of PharmaSGP Holding SE should resolve to transfer the shares of the remaining shareholders of PharmaSGP Holding SE to FUTRUE GmbH in return for an appropriate cash compensation (so-called squeeze-out).
Meanwhile, FUTRUE GmbH specified its request after the necessary valuation had been conducted, stating the cash compensation it has determined. This cash compensation amounts to EUR 29.33 for each no-par value bearer share in PharmaSGP Holding SE.
Based on this specified request, PharmaSGP Holding SE has today convened an extraordinary general meeting for October 31, 2025, which is to resolve on the transfer of the shares of the remaining shareholders to FUTRUE GmbH in return for the aforementioned appropriate cash compensation. Further information and documents relating to the extraordinary general meeting are available on the company's website.
The squeeze-out will take effect subject to the approval of the general meeting and the registration of the transfer resolution with the commercial register of PharmaSGP Holding SE.
ABOUT PHARMASGP HOLDING SE
PharmaSGP is a leading consumer health company with a diversified portfolio of over-the-counter (OTC) pharmaceuticals and other healthcare products that are marketed with a focus on the pharmacy distribution channel. These products are mostly based on natural active pharmaceutical ingredients with documented efficacy and few known side effects.
The Company’s core brands cover chronic indications, including rheumatic pain, nerve pain and other age-related ailments. In Germany, PharmaSGP is the market leader for systemic chemical-free pain remedies with its brand families RubaXX® for rheumatic pain and Restaxil® for neuralgic pain. Furthermore, PharmaSGP also offers leading products against sexual weakness and vertigo symptoms. Since introducing the first product from the current product portfolio in 2012, PharmaSGP has successfully established its business model in other European countries, including Austria, Italy, Belgium, Spain and France. In September 2021, the product portfolio was expanded by the brands Baldriparan®, Formigran®, Spalt® and Kamol®, thus also strengthening or developing the indications pain and sleep disorder. The sales territory was expanded to include Switzerland and Eastern Europe. In 2024, PharmaSGP generated revenues of EUR 118.8 million at an adjusted EBITDA margin of 31.3%.
22 September 2025
Mynaric Completes StaRUG Process and Secures Access to Long-Term Funding
Corporate News
MUNICH – August 19, 2025 – Mynaric AG, a leading provider of industrialized, cost-effective, and scalable laser communications products, today announced the successful completion of its financial restructuring under the German Corporate Stabilization and Restructuring Act (StaRUG). With this milestone, Mynaric has secured access to long-term funding and a strengthened financial foundation through its new principal shareholder, JVF-Holding GmbH.
The court-approved restructuring plan significantly reduces the company’s debt burden and provides Mynaric with the financial flexibility to deliver on its production strategy to meet the increasing demand for secure, high-speed laser communication solutions across aerospace and defense markets.
“This marks a pivotal moment for Mynaric,” said Andreas Reif, Chief Restructuring Officer of Mynaric. “With the StaRUG process behind us and strong financial backing from our principal shareholder and lender, we are well-positioned to scale our operations and continue serving our customers with innovative and mission-critical technology.”
Throughout the process, Mynaric maintained uninterrupted operations, safeguarded its core capabilities, and remained fully committed to its customers and partners.
“This milestone ensures that we can continue to innovate at the pace our customers and partners expect,” said Joachim Horwath, Chief Technology Officer of Mynaric. “With a stable foundation and strong support from our principal shareholder and lender, as well as our suppliers, we are doubling down on advancing our product portfolio, scaling production, and delivering cutting-edge laser communication technology that defines the next generation of secure, high-speed connectivity.”
About Mynaric
Mynaric is leading the industrial revolution of laser communications by producing optical communications terminals for air, space and mobile applications. Laser communication networks provide connectivity from the sky, allowing for ultra-high data rates and secure, long-distance data transmission between moving objects for wireless terrestrial, mobility, airborne- and space-based applications. The company is headquartered in Munich, Germany, with additional operations in Los Angeles, California.
For more information, visit mynaric.com.
13 September 2025
ENCAVIS AG: Merger squeeze-out completed
Hamburg, 12 September 2025 – The exclusion of minority shareholders by means of a merger squeeze-out, as resolved by the ENCAVIS AG Annual General Meeting on 16 July 2025, took effect upon entry in the commercial register of the registered office of the principal shareholder, Elbe BidCo AG, as the acquiring legal entity on 10 September 2025. All shares held by minority shareholders have been transferred to the principal shareholder, a holding company controlled by investment funds, vehicles and accounts advised and managed by Kohlberg Kravis Roberts & Co. L.P. (KKR). Minority shareholders will receive a cash settlement of EUR 17.23 per share held in ENCAVIS AG from the principal shareholder. Further details will be announced by the principal shareholder.
About ENCAVIS
With a total installed capacity of around 4 gigawatts, Encavis makes a significant contribution to sustainable energy supply and the achievement of Europe’s climate goals.
Further information can be found at www.encavis.com.
29 August 2025
Pulsion Medical Systems SE: MAQUET Medical Systems AG submitted specified squeeze-out request and has determined the amount of the cash compensation for the transfer of the shares of the minority shareholders in Pulsion Medical Systems SE to be EUR 20.57
| Ad hoc Announcement in acc. with Article 17 (1) of the Market Abuse Regulation (MAR) Feldkirchen, 28th August 2025 MAQUET Medical Systems AG, registered office: Rastatt, Kehler Strasse 31, 76437 Rastatt (AG Mannheim HRB 719044), an indirect subsidiary of Getinge AB, Sweden, submitted a specified request on 28th August 2025 to Pulsion Medical Systems SE, registered office: Feldkirchen, Hans-Riedl-Str. 21, 85622 Feldkirchen (AG Munich HRB 192563), pursuant to Art. 9 para. 1 lit. c) ii) of the Regulation on the Statute for a European company (SE) in conjunction with Section 327a (1) 1 of the German Stock Corporation Act (AktG), that the General Meeting of Pulsion Medical Systems SE should pass a resolution at an extraordinary General Meeting to transfer the shares of the remaining shareholders of the company (minority shareholders) to MAQUET Medical Systems AG in return for an appropriate cash compensation (a so-called ‘squeeze-out under stock corporation law’). According to MAQUET Medical Systems AG, it holds, directly and indirectly, 95.69 % of the share capital of Pulsion Medical Systems SE after deduction of the number of the own shares of Pulsion Medical Systems SE. It is therefore the main shareholder within the meaning of Art. 9 para. 1 lit. c) ii) of the Regulation on the Statute for a European company (SE) in conjunction with Section 327a (1) sentence 1 AktG. MAQUET Medical Systems AG has determined the amount of the cash compensation at EUR 20.57 per share of Pulsion Medical Systems SE. The court-appointed expert auditor has already indicated that, from a current standpoint, it will confirm the cash compensation to be adequate. The squeeze-out under stock corporation law will only become effective once the approving resolution of the general meeting is passed and the transfer resolution is recorded in the commercial register at the registered office of Pulsion Medical Systems SE. Pulsion Medical Systems SE will separately announce the convening of an extraordinary convene the general meeting to resolve on the squeeze-out under stock corporation law, which is expected to take place on 17 October 2025. Pulsion Medical Systems SE Hans-Riedl-Str. 21 85622 Feldkirchen investor@pulsion.com |