LONGBOAT KEY, Fla., Sept. 10, 2026 (GLOBE NEWSWIRE) -- RUM Group Inc. (Nasdaq: RUM) ("RUM Group" or the "Company") today announced that it expects to acquire additional outstanding shares of Northern Data AG ("Northern Data"), a leading provider of AI and high-performance computing (HPC) infrastructure, to increase its ownership in Northern Data from 85.2% to approximately 98%. RUM Group also delivered notice to Northern Data that it intends to commence squeeze-out proceedings under the German Stock Corporation Act to acquire the remaining approximately 2% of Northern Data's outstanding shares, which, upon completion, will bring RUM Group's ownership percentage to 100%.
RUM Group is acquiring the additional shares from Tether Investments, S.A. de C.V. ("Tether") under the existing Transaction Support Agreement, pursuant to which Tether agreed to exchange, at the end of each calendar month, any additional Northern Data shares acquired by Tether for shares of RUM Class A common stock (or pre-funded warrants in lieu thereof) at the Offer Ratio of 2.0281 shares of RUM Class A common stock for each Northern Data share delivered. On September 2, 2026, Tether reported that it had agreed to acquire 8,256,155 Northern Data shares. RUM Group understands that these acquisitions are expected to settle in time to allow for an exchange of the acquired Northern Data shares against newly issued pre-funded warrants with RUM Group on or about September 30, 2026 under the terms of the Transaction Support Agreement.
Upon acquisition of the additional Northern Data shares from Tether, RUM Group will submit a formal squeeze-out request to Northern Data. The price to be paid in the squeeze-out may differ from the market price of Northern Data shares and prices paid by other shareholders in bilateral trades, including by Tether.
This announcement comes on the heels of a previously announced $13.7 billion GPU services agreement with an unaffiliated U.S.-based third party cloud customer for the Company's site in Maysville, GA (see Form 8-K).
About RUM Group Inc.
RUM Group Inc. is an AI infrastructure and video company. Its Quake AI business delivers AI compute as a service, operating AI data centers including GPU and CPU compute, storage, and networking at scale. Rumble, RUM Group's video business and the original tenant of Quake AI, provides creators and enterprises a full suite of video technologies, unlocking reach, scale, and monetization. RUM Group is building the rails of the agentic-first enterprise: the AI compute, cloud infrastructure, and trust layer for the agentic AI future, advancing RUM Group's mission to maximize the power of human imagination. For more information, visit www.rum.group.
Forward-Looking Statements
Certain statements in this press release constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. (...)
12 September 2026
10 September 2026
VINCI Energies Deutschland Enterprise Solutions Acquico SE: VINCI Energies has already secured 83.56 percent of All for One shares prior to the end of the acceptance period
Frankfurt am Main, September 10, 2026
Press Release
- Based on the current acceptance level and shares otherwise secured, the minimum acceptance threshold of 75% plus one share has been reached
Press Release
- Based on the current acceptance level and shares otherwise secured, the minimum acceptance threshold of 75% plus one share has been reached
- Acceptance period will end on September 15, 2026, and the additional acceptance period on October 2, 2026
- Shareholders may tender their shares for €67.50 per share in cash
VINCI Energies Deutschland Enterprise Solutions AcquiCo SE, an indirect subsidiary of VINCI S.A., announced that as of September 9, 2026, it has secured approximately 83.56% of All for One’s outstanding shares. This reflects shares tendered into the offer as well as shares acquired through market and off-market purchases.
Based thereon, the minimum acceptance threshold of 75% plus one share has already been reached ahead of the end of the acceptance period.
The acceptance period will end at midnight (Frankfurt am Main local time) on September 15, 2026. Shareholders who have not yet tendered their shares may still do so until the end of the additional acceptance period on October 2, 2026, for a cash consideration of €67.50 per share. Once the additional acceptance period has expired, the offer can no longer be accepted. Shareholders wishing to accept the offer should promptly contact the custodian bank or any other securities services provider where their shares are held.
The offer price of €67.50 per share represents a premium of 105.4% to the three-month volume-weighted average share price before the offer was announced on July 16, 2026, and 94.5% to the Xetra closing price of All for One’s shares on July 15, 2026. Both the Supervisory Board and Management Board of All for One Group SE regard the cash consideration of €67.50 per share as fair and adequate and recommend shareholders to accept the offer.
Shareholders with questions may also contact the shareholder hotline on:
+49 69 920 149 711 (Monday to Friday, 9:00 a.m. to 5:00 p.m. CET)
About VINCI Energies
In a world undergoing constant change, VINCI Energies contributes to the environmental transition by helping bring about major trends in the digital landscape and energy sector. VINCI Energies’ teams roll out technologies and integrate customised multi-technical solutions, from design to implementation, operation and maintenance. With their strong local roots and agile and innovative structure, VINCI Energies’ 2,200 business units have positioned themselves boosting the reliability, efficiency and sustainability of their customers’ infrastructure and processes. VINCI Energies strives for global performance, caring for the planet, useful to people and committed to local communities.
2025: Revenues of €21.6 billion // 109,000 employees // 2,200 Business Units // 60 countries
www.vinci-energies.com
About Axians
Axians, the ICT brand of VINCI Energies, supports its customers — private-sector companies, public-sector entities, operators and service providers — in their infrastructures and digital solutions development.
Axians offers a comprehensive range of ICT solutions and services spanning business applications and data analytics, digital workspaces, enterprise networks, datacenters, cloud services, cybersecurity and telecommunications infrastructure. Axians’ specialized consulting, design, integration and service teams develop bespoke digital transformation solutions that contribute to successful business outcomes for its customers.
2025: Revenues of €3.8 billion // 16,000 employees // 36 countries
www.axians.com
About All for One Group
All for One Group is an international IT, consulting and service provider with a strong SAP focus. It supports more than 4,500 customers — primarily in Germany, Austria, Poland and Switzerland — end-to-end in their sustainable IT, cloud, AI and business transformation. Its ambition is to translate technology into tangible business value. At the center of this are SAP Cloud ERP as the digital core and AI solutions for intelligent, enterprise-wide and industry-specific processes.
In fiscal year 2024/25, All for One generated revenue of EUR 504 million. The company, headquartered in Filderstadt near Stuttgart, is listed in the Prime Standard of the Frankfurt Stock Exchange.
www.all-for-one.com/ir
VINCI Energies Deutschland Enterprise Solutions AcquiCo SE, an indirect subsidiary of VINCI S.A., announced that as of September 9, 2026, it has secured approximately 83.56% of All for One’s outstanding shares. This reflects shares tendered into the offer as well as shares acquired through market and off-market purchases.
Based thereon, the minimum acceptance threshold of 75% plus one share has already been reached ahead of the end of the acceptance period.
The acceptance period will end at midnight (Frankfurt am Main local time) on September 15, 2026. Shareholders who have not yet tendered their shares may still do so until the end of the additional acceptance period on October 2, 2026, for a cash consideration of €67.50 per share. Once the additional acceptance period has expired, the offer can no longer be accepted. Shareholders wishing to accept the offer should promptly contact the custodian bank or any other securities services provider where their shares are held.
The offer price of €67.50 per share represents a premium of 105.4% to the three-month volume-weighted average share price before the offer was announced on July 16, 2026, and 94.5% to the Xetra closing price of All for One’s shares on July 15, 2026. Both the Supervisory Board and Management Board of All for One Group SE regard the cash consideration of €67.50 per share as fair and adequate and recommend shareholders to accept the offer.
Shareholders with questions may also contact the shareholder hotline on:
+49 69 920 149 711 (Monday to Friday, 9:00 a.m. to 5:00 p.m. CET)
About VINCI Energies
In a world undergoing constant change, VINCI Energies contributes to the environmental transition by helping bring about major trends in the digital landscape and energy sector. VINCI Energies’ teams roll out technologies and integrate customised multi-technical solutions, from design to implementation, operation and maintenance. With their strong local roots and agile and innovative structure, VINCI Energies’ 2,200 business units have positioned themselves boosting the reliability, efficiency and sustainability of their customers’ infrastructure and processes. VINCI Energies strives for global performance, caring for the planet, useful to people and committed to local communities.
2025: Revenues of €21.6 billion // 109,000 employees // 2,200 Business Units // 60 countries
www.vinci-energies.com
About Axians
Axians, the ICT brand of VINCI Energies, supports its customers — private-sector companies, public-sector entities, operators and service providers — in their infrastructures and digital solutions development.
Axians offers a comprehensive range of ICT solutions and services spanning business applications and data analytics, digital workspaces, enterprise networks, datacenters, cloud services, cybersecurity and telecommunications infrastructure. Axians’ specialized consulting, design, integration and service teams develop bespoke digital transformation solutions that contribute to successful business outcomes for its customers.
2025: Revenues of €3.8 billion // 16,000 employees // 36 countries
www.axians.com
About All for One Group
All for One Group is an international IT, consulting and service provider with a strong SAP focus. It supports more than 4,500 customers — primarily in Germany, Austria, Poland and Switzerland — end-to-end in their sustainable IT, cloud, AI and business transformation. Its ambition is to translate technology into tangible business value. At the center of this are SAP Cloud ERP as the digital core and AI solutions for intelligent, enterprise-wide and industry-specific processes.
In fiscal year 2024/25, All for One generated revenue of EUR 504 million. The company, headquartered in Filderstadt near Stuttgart, is listed in the Prime Standard of the Frankfurt Stock Exchange.
www.all-for-one.com/ir
09 September 2026
PSI enters into a Delisting Agreement with Warburg Pincus; Warburg Pincus announces public delisting acquisition offer for PSI Software SE
Corporate News
- PSI enters into delisting agreement with Warburg Pincus
The PSI Group develops software products for optimizing the flow of energy and materials for utilities and industry. As an independent software producer with nearly 2,300 employees, PSI has been a technology leader since 1969 in process control systems that ensure sustainable energy supply, production and logistics by combining AI methods with industry-proven optimization methods. These innovative industry products can be operated on-premises or in the cloud. www.psi.de
About Warburg Pincus
- PSI enters into delisting agreement with Warburg Pincus
- Warburg Pincus announces public delisting acquisition offer
- Management Board and Supervisory Board consider the implementation of PSI’s long-term strategy outside the public capital markets environment to be beneficial for the Company and support the delisting announced by Warburg Pincus
Berlin, 8 September 2026 – Today, PSI Software SE (“PSI” or “Company”) (ISIN: DE000A0Z1JH9, stock exchange symbol: PSAN), a leading global provider of energy and industrial software for the control and optimization of complex systems and processes, and its majority shareholder Zest Bidco GmbH, a holding company indirectly controlled by funds managed by Warburg Pincus LLC (collectively “Warburg Pincus” or the “Bidder”), entered into a delisting agreement concerning PSI.
As a result of the delisting agreement, Warburg Pincus has announced its intention to make a public delisting acquisition offer (the “Offer”) for all outstanding shares of PSI (“PSI Shares”). The Offer will provide for a cash consideration equal to the statutory minimum price, i.e., equal to the weighted average domestic stock exchange price of the PSI Share over the past six months, and for a four-week acceptance period. It will not be subject to any conditions.
The Offer by Warburg Pincus and the resulting delisting are a long-announced component of the strategic partnership that PSI, Warburg Pincus, and E.ON entered into with their Investment Agreement dated 12 October 2025, which is aimed at promoting PSI’s long-term and sustainable growth. The first steps in this process were the voluntary public takeover offer by Warburg Pincus to PSI’s shareholders which was completed in mid-2026 following approval by the Federal Ministry for Economic Affairs and Energy, as well as PSI’s capital increase in July 2026.
The Management Board and the Supervisory Board of PSI support the Offer and intend, subject to their review of the offer document yet to be published by Warburg Pincus as part of their fiduciary duties, to recommend the acceptance of the Offer to PSI’s shareholders. Subject to the same requirement, the Management Board will apply for the delisting of PSI Shares from trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) before the end of the acceptance period. In addition, the Management Board will take all reasonable measures to terminate the inclusion of the PSI Shares for trading on the open market (Freiverkehr) of any other stock exchange or any other multilateral trading facility or organized trading facility, provided that the inclusion was initiated by the Company. This may result in very limited liquidity and price availability for PSI Shares.
The offer document for the delisting and other information relating to the Offer will be published by the Bidder following approval by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, Bafin) on the internet at https://www.offer-power.com.
After publication, the Management Board and Supervisory Board will carefully review the offer document in accordance with their legal obligations and submit a reasoned statement.
About PSI
- Management Board and Supervisory Board consider the implementation of PSI’s long-term strategy outside the public capital markets environment to be beneficial for the Company and support the delisting announced by Warburg Pincus
Berlin, 8 September 2026 – Today, PSI Software SE (“PSI” or “Company”) (ISIN: DE000A0Z1JH9, stock exchange symbol: PSAN), a leading global provider of energy and industrial software for the control and optimization of complex systems and processes, and its majority shareholder Zest Bidco GmbH, a holding company indirectly controlled by funds managed by Warburg Pincus LLC (collectively “Warburg Pincus” or the “Bidder”), entered into a delisting agreement concerning PSI.
As a result of the delisting agreement, Warburg Pincus has announced its intention to make a public delisting acquisition offer (the “Offer”) for all outstanding shares of PSI (“PSI Shares”). The Offer will provide for a cash consideration equal to the statutory minimum price, i.e., equal to the weighted average domestic stock exchange price of the PSI Share over the past six months, and for a four-week acceptance period. It will not be subject to any conditions.
The Offer by Warburg Pincus and the resulting delisting are a long-announced component of the strategic partnership that PSI, Warburg Pincus, and E.ON entered into with their Investment Agreement dated 12 October 2025, which is aimed at promoting PSI’s long-term and sustainable growth. The first steps in this process were the voluntary public takeover offer by Warburg Pincus to PSI’s shareholders which was completed in mid-2026 following approval by the Federal Ministry for Economic Affairs and Energy, as well as PSI’s capital increase in July 2026.
The Management Board and the Supervisory Board of PSI support the Offer and intend, subject to their review of the offer document yet to be published by Warburg Pincus as part of their fiduciary duties, to recommend the acceptance of the Offer to PSI’s shareholders. Subject to the same requirement, the Management Board will apply for the delisting of PSI Shares from trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) before the end of the acceptance period. In addition, the Management Board will take all reasonable measures to terminate the inclusion of the PSI Shares for trading on the open market (Freiverkehr) of any other stock exchange or any other multilateral trading facility or organized trading facility, provided that the inclusion was initiated by the Company. This may result in very limited liquidity and price availability for PSI Shares.
The offer document for the delisting and other information relating to the Offer will be published by the Bidder following approval by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, Bafin) on the internet at https://www.offer-power.com.
After publication, the Management Board and Supervisory Board will carefully review the offer document in accordance with their legal obligations and submit a reasoned statement.
About PSI
The PSI Group develops software products for optimizing the flow of energy and materials for utilities and industry. As an independent software producer with nearly 2,300 employees, PSI has been a technology leader since 1969 in process control systems that ensure sustainable energy supply, production and logistics by combining AI methods with industry-proven optimization methods. These innovative industry products can be operated on-premises or in the cloud. www.psi.de
About Warburg Pincus
Warburg Pincus LLC is the pioneer of global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than $105 billion in assets under management, and more than 225 companies in its active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,100 companies across its private equity, real estate, and capital solutions strategies.
The firm is headquartered in New York with more than 15 offices globally. For more information, please visit www.warburgpincus.com or follow us on LinkedIn and YouTube.
Legal Disclaimer
The firm is headquartered in New York with more than 15 offices globally. For more information, please visit www.warburgpincus.com or follow us on LinkedIn and YouTube.
Legal Disclaimer
This publication constitutes neither an offer to purchase nor a solicitation of an offer to sell shares or other securities of PSI Software SE. The public Delisting Offer itself and further information relating to the public Delisting Offer will be published in the offer document of Warburg Pincus. (...)
03 September 2026
Delivery Hero SE: Delivery Hero’s Management Board and Supervisory Board publish joint reasoned statement recommending shareholders to accept the takeover offer from Uber
Corporate News
- Takeover offer considered to be in the best interest of the company, its shareholders, employees and other stakeholders
- Offer price considered fair and adequate
- Acceptance period for the takeover offer ends on November 5, 2026, at 24:00 hrs CET
Berlin, September 2, 2026 – Today, the Management Board and the Supervisory Board of Delivery Hero SE (“Delivery Hero” or the “Company”) (ISIN DE000A2E4K43, Frankfurt Stock Exchange: DHER) published a joint reasoned statement (“Statement”) regarding the voluntary public takeover offer to all of Delivery Hero’s shareholders (“Offer”) launched by Uber International Technologies II Corporation, a subsidiary of Uber Technologies, Inc. (NYSE: UBER) (together “Uber”).
The Management Board and the Supervisory Board of Delivery Hero have each independently reviewed and evaluated the offer document published by Uber and the terms and conditions of the Offer. They deem the Offer to be in the best interest of the Company, its shareholders, employees and other stakeholders. They therefore support the Offer and recommend that Delivery Hero shareholders accept it.
Offer price considered fair and adequate
From a valuation perspective and after careful review of the offer document, the Management Board and the Supervisory Board consider the cash consideration of EUR 41.50 per Delivery Hero share to be fair and adequate. The offer price represents a premium of approx. 127% over the unaffected three-month volume-weighted average XETRA share price prior to and including May 8, 2026 (the last trading day prior to publicly reported transaction activity and significant corporate news), and a premium of approx. 108% over the XETRA closing price on that day. It also represents a premium of approx. 35% over the three-month average price prior to the publication of Uber’s intention to launch an offer on July 16, 2026. The offer price also exceeds the average analyst price target published prior to May 8, 2026 by approx. 52%.
The Management Board and Supervisory Board received two fairness opinions regarding the fairness of the offer price. J.P. Morgan Securities plc, the exclusive financial advisor to the Company, provided a fairness opinion to the Management and Supervisory Boards, while the Supervisory Board also received a fairness opinion from UniCredit Bank GmbH. Each fairness opinion concludes, subject to its assumptions, qualifications and limitations, that the offer price is fair, from a financial point of view, to the holders of Delivery Hero shares.
Potential to create significant opportunities for customers, employees, and other stakeholders
The planned transaction is expected to bring together Uber’s global technology platform and mobility network with Delivery Hero’s leading local delivery brands, deep vendor relationships, and fast-growing Quick Commerce capabilities. The Management Board and the Supervisory Board share Uber’s view that the combination has the potential to accelerate product innovation and create significant additional opportunities for employees, customers, merchants, riders, drivers, and other stakeholders. Both boards therefore share the economic and strategic rationale of the Offer as described in the offer document and welcome Uber’s intentions expressed therein.
Delivery Hero shareholders may accept Uber’s Offer via their depositary banks and have been able to tender their shares since the publication of the offer document on August 27, 2026. The acceptance period is expected to end on November 5, 2026, 24:00 hrs CET.
The Offer is subject to a minimum acceptance threshold of 50% plus one share of Delivery Hero’s share capital (excluding treasury shares), merger control and other regulatory clearances, including approvals regarding the announced sale of select operations of the Delivery Hero group to an affiliate of SSW Partners, LP, as well as other customary conditions. Uber has secured an irrevocable undertaking for 16.68% of Delivery Hero shares. Combined with its existing 24.77% shareholding and 11.74% held via instruments, Uber’s total economic interest would exceed 53% of Delivery Hero’s current share capital. The detailed terms and conditions of the Offer as well as the closing conditions can be found in Uber’s offer document. Completion of the Offer is expected to occur in the second half of 2027.
The works council at Delivery Hero’s Berlin establishment has provided its own statement which has been published as an annex to the Statement of the Management Board and Supervisory Board.
The Statement (incl. annexes) is available free of charge from Delivery Hero SE, Investor Relations, Oranienburger Straße 70, 10117 Berlin, Germany (phone: +49 30 5444 59 105; email: ir@deliveryhero.com). In addition, the Statement is available on the internet at https://ir.deliveryhero.com/takeoveroffer (in the section “Takeover Offer”). The Statement and any supplements and/or additional statements on possible amendments to the Offer will be published in German and in non-binding English translations. Only the German versions are binding.
- Offer price considered fair and adequate
- Acceptance period for the takeover offer ends on November 5, 2026, at 24:00 hrs CET
Berlin, September 2, 2026 – Today, the Management Board and the Supervisory Board of Delivery Hero SE (“Delivery Hero” or the “Company”) (ISIN DE000A2E4K43, Frankfurt Stock Exchange: DHER) published a joint reasoned statement (“Statement”) regarding the voluntary public takeover offer to all of Delivery Hero’s shareholders (“Offer”) launched by Uber International Technologies II Corporation, a subsidiary of Uber Technologies, Inc. (NYSE: UBER) (together “Uber”).
The Management Board and the Supervisory Board of Delivery Hero have each independently reviewed and evaluated the offer document published by Uber and the terms and conditions of the Offer. They deem the Offer to be in the best interest of the Company, its shareholders, employees and other stakeholders. They therefore support the Offer and recommend that Delivery Hero shareholders accept it.
Offer price considered fair and adequate
From a valuation perspective and after careful review of the offer document, the Management Board and the Supervisory Board consider the cash consideration of EUR 41.50 per Delivery Hero share to be fair and adequate. The offer price represents a premium of approx. 127% over the unaffected three-month volume-weighted average XETRA share price prior to and including May 8, 2026 (the last trading day prior to publicly reported transaction activity and significant corporate news), and a premium of approx. 108% over the XETRA closing price on that day. It also represents a premium of approx. 35% over the three-month average price prior to the publication of Uber’s intention to launch an offer on July 16, 2026. The offer price also exceeds the average analyst price target published prior to May 8, 2026 by approx. 52%.
The Management Board and Supervisory Board received two fairness opinions regarding the fairness of the offer price. J.P. Morgan Securities plc, the exclusive financial advisor to the Company, provided a fairness opinion to the Management and Supervisory Boards, while the Supervisory Board also received a fairness opinion from UniCredit Bank GmbH. Each fairness opinion concludes, subject to its assumptions, qualifications and limitations, that the offer price is fair, from a financial point of view, to the holders of Delivery Hero shares.
Potential to create significant opportunities for customers, employees, and other stakeholders
The planned transaction is expected to bring together Uber’s global technology platform and mobility network with Delivery Hero’s leading local delivery brands, deep vendor relationships, and fast-growing Quick Commerce capabilities. The Management Board and the Supervisory Board share Uber’s view that the combination has the potential to accelerate product innovation and create significant additional opportunities for employees, customers, merchants, riders, drivers, and other stakeholders. Both boards therefore share the economic and strategic rationale of the Offer as described in the offer document and welcome Uber’s intentions expressed therein.
Delivery Hero shareholders may accept Uber’s Offer via their depositary banks and have been able to tender their shares since the publication of the offer document on August 27, 2026. The acceptance period is expected to end on November 5, 2026, 24:00 hrs CET.
The Offer is subject to a minimum acceptance threshold of 50% plus one share of Delivery Hero’s share capital (excluding treasury shares), merger control and other regulatory clearances, including approvals regarding the announced sale of select operations of the Delivery Hero group to an affiliate of SSW Partners, LP, as well as other customary conditions. Uber has secured an irrevocable undertaking for 16.68% of Delivery Hero shares. Combined with its existing 24.77% shareholding and 11.74% held via instruments, Uber’s total economic interest would exceed 53% of Delivery Hero’s current share capital. The detailed terms and conditions of the Offer as well as the closing conditions can be found in Uber’s offer document. Completion of the Offer is expected to occur in the second half of 2027.
The works council at Delivery Hero’s Berlin establishment has provided its own statement which has been published as an annex to the Statement of the Management Board and Supervisory Board.
The Statement (incl. annexes) is available free of charge from Delivery Hero SE, Investor Relations, Oranienburger Straße 70, 10117 Berlin, Germany (phone: +49 30 5444 59 105; email: ir@deliveryhero.com). In addition, the Statement is available on the internet at https://ir.deliveryhero.com/takeoveroffer (in the section “Takeover Offer”). The Statement and any supplements and/or additional statements on possible amendments to the Offer will be published in German and in non-binding English translations. Only the German versions are binding.
Commerzbank AG: Commerzbank starts further share buyback of up to €1.2bn
- Buyback to begin on 4 September 2026 and expected to be completed no later than 10 February 2027
- Share buyback is part of the planned capital return of around €3.2bn for 2026 financial year
- CEO Bettina Orlopp: “Our shareholders can rely on us to deliver on our commitments. The ability to sustainably generate and return capital is testament to the strength of our business model.”
Today, the Board of Managing Directors of Commerzbank AG has decided to start a further share buyback. The European Central Bank and the German Finance Agency had previously approved the programme. The buyback is part of the capital return for the 2026 financial year.
The Bank plans to repurchase shares worth up to €1.2bn starting on 4 September 2026. The buyback is expected to be completed no later than 10 February 2027. The repurchased shares are to be cancelled by the Bank at a later stage. The shares acquired as part of the two previous share buyback programmes have meanwhile been cancelled. These buybacks were part of the capital return for the 2025 financial year. This underlines Commerzbank’s consistent delivery on its announced capital return policy.
“Our shareholders can rely on us to deliver on our commitments. With this next share buyback, we continue to consistently execute our attractive capital return policy,” said Bettina Orlopp, CEO of Commerzbank. “The ability to sustainably generate and return capital is testament to the strength of our business model. We create value for our shareholders, invest in the targeted growth of our Bank, and are a reliable partner for our customers. In doing so, we act in the interests of all stakeholders and strengthen the foundation for Commerzbank’s long-term success.”
The capital return for the 2026 financial year is planned to consist of share buybacks and a dividend payment. Commerzbank intends to once again return 100% of its net result after deduction of AT1 coupon payments and before extraordinary one-off items to its shareholders. Based on its net profit target of at least €3.4bn, the Bank is aiming for a capital return of around €3.2bn for the 2026 financial year. The dividend component of the capital return is expected to increase to at least 50%.
Progress on the share buyback will be published weekly on Commerzbank’s website.
- Share buyback is part of the planned capital return of around €3.2bn for 2026 financial year
- CEO Bettina Orlopp: “Our shareholders can rely on us to deliver on our commitments. The ability to sustainably generate and return capital is testament to the strength of our business model.”
Today, the Board of Managing Directors of Commerzbank AG has decided to start a further share buyback. The European Central Bank and the German Finance Agency had previously approved the programme. The buyback is part of the capital return for the 2026 financial year.
The Bank plans to repurchase shares worth up to €1.2bn starting on 4 September 2026. The buyback is expected to be completed no later than 10 February 2027. The repurchased shares are to be cancelled by the Bank at a later stage. The shares acquired as part of the two previous share buyback programmes have meanwhile been cancelled. These buybacks were part of the capital return for the 2025 financial year. This underlines Commerzbank’s consistent delivery on its announced capital return policy.
“Our shareholders can rely on us to deliver on our commitments. With this next share buyback, we continue to consistently execute our attractive capital return policy,” said Bettina Orlopp, CEO of Commerzbank. “The ability to sustainably generate and return capital is testament to the strength of our business model. We create value for our shareholders, invest in the targeted growth of our Bank, and are a reliable partner for our customers. In doing so, we act in the interests of all stakeholders and strengthen the foundation for Commerzbank’s long-term success.”
The capital return for the 2026 financial year is planned to consist of share buybacks and a dividend payment. Commerzbank intends to once again return 100% of its net result after deduction of AT1 coupon payments and before extraordinary one-off items to its shareholders. Based on its net profit target of at least €3.4bn, the Bank is aiming for a capital return of around €3.2bn for the 2026 financial year. The dividend component of the capital return is expected to increase to at least 50%.
Progress on the share buyback will be published weekly on Commerzbank’s website.
23 August 2026
New Appraisal Proceedings for Delisting Cases: Section 1 No. 8 SpruchG (New Version)
By Martin Arendts, Attorney-at-Law
With the Location Promotion Act (Standortfördergesetz – StoFöG) of 4 February 2026 (Federal Law Gazette 2026 I No. 33), which entered into force on 10 February 2026, the German legislator has restructured the legal protection available in delisting cases. The centrepiece is the insertion of a new No. 8 in Section 1 SpruchG (Act on Appraisal Proceedings – Spruchverfahrensgesetz), which for the first time — and in departure from the German Federal Court of Justice's "Frosta" case law (decision of 8 October 2013 – II ZB 26/12) — transfers judicial review of the adequacy of the delisting consideration into appraisal proceedings.
In return, the previous route to the ordinary civil courts under Section 1(1) no. 3 of the Capital Investors' Model Case Act (KapMuG) is abolished.
Standing: accepting shareholders only
A systematic departure from the other subsections of Section 1 SpruchG is found in Section 3 sentence 1 no. 7 SpruchG (new version): standing is limited to any person "who has accepted an offer …". Shareholders who reject the delisting acquisition offer and retain their shares are excluded from the appraisal proceedings. Proof of shareholder status must be provided under Section 3 sentence 3 SpruchG exclusively by documentary evidence — a custodian bank confirmation or execution notice is therefore indispensable.
Commencement of the time limit: date of application, not of announcement
Under Section 4(1) sentence 1 SpruchG (new version), the three-month time limit for filing begins "on the day on which, in the cases referred to in No. 8, the application for revocation of the admission was filed." The trigger is thus not the announcement of the revocation decision by the management of the exchange, and not the expiry of the acceptance period for the tender offer, but rather the — often not publicly known — date on which the delisting application is received by the management of the trading venue. Since this date is not regularly published, early informal enquiries to the relevant exchange or to the issuer are advisable. Where parallel applications are filed (typically to the Frankfurt Stock Exchange and a regional exchange), the wording of the provision suggests that a separate time limit runs for each application; anyone seeking to preserve both proceedings should therefore orient themselves to the earlier application date.
Respondent and publication
The respondent under Section 5 sentence 1 no. 8 SpruchG (new version) is the bidder — not the target company. The publication of the final decision is the responsibility of the legal representatives of the issuer pursuant to Section 14 no. 8 SpruchG (new version).
Substantive standard of review: Section 39 BörsG (new version)
The two-tier valuation standard is preserved but has been tightened:
Rule: volume-weighted domestic six-month average share price prior to publication.
Exception with company valuation: where "special circumstances" have caused the share price to be inappropriately low. Beyond the enumerative catalogue of the ministerial draft (insider dealing, market manipulation, missing or incorrect ad-hoc disclosures), the enacted version contains a general clause requiring a company valuation (in case of doubt using the discounted earnings method / Ertragswertverfahren) whenever other special circumstances have influenced the six-month average price in such a way that it is "inappropriately low." The average is materially influenced where at least two consecutive stock exchange prices deviate from each other by more than 5%.
Practical relevance and open questions
The shift of regimes gives affected shareholders — for the first time since "Frosta" — renewed access to specialised judicial valuation proceedings with the familiar tools of the appraisal regime (bidder's response, court-appointed expert, joint representative, cost allocation risk under Section 15 SpruchG). Key practical questions will fall to the first wave of new proceedings:
- Relationship between two parallel delisting applications (regulated market Frankfurt and a regional exchange) — one appraisal proceeding or two?
- Concretisation of the general clause "special circumstances" and the reach of the 5% materiality threshold.
- Intertemporal application: Section 17 SpruchG contains no express transitional provision for the StoFöG; delisting applications filed on or after 10 February 2026 should therefore be directly subject to the new regime.
Protection gap for non-accepting shareholders: The wording of Section 3 sentence 1 no. 7 SpruchG excludes shareholders who prefer to wait for a subsequent squeeze-out — dogmatically consistent, but a practical incentive to accept the delisting offer as a precaution.
For shareholders in ongoing or already completed delisting transactions, the message is clear: note the deadline from the date of the delisting application, accept the offer, and secure documentary evidence.
With the Location Promotion Act (Standortfördergesetz – StoFöG) of 4 February 2026 (Federal Law Gazette 2026 I No. 33), which entered into force on 10 February 2026, the German legislator has restructured the legal protection available in delisting cases. The centrepiece is the insertion of a new No. 8 in Section 1 SpruchG (Act on Appraisal Proceedings – Spruchverfahrensgesetz), which for the first time — and in departure from the German Federal Court of Justice's "Frosta" case law (decision of 8 October 2013 – II ZB 26/12) — transfers judicial review of the adequacy of the delisting consideration into appraisal proceedings.
The new scope of application
Section 1 No. 8 SpruchG (new version) opens appraisal proceedings for disputes concerning
Section 1 No. 8 SpruchG (new version) opens appraisal proceedings for disputes concerning
"the amount of the consideration under a contract based on an offer made in connection with the revocation of the admission of securities to trading upon application by the issuer pursuant to Section 39(2) sentence 2 no. 1 of the German Stock Exchange Act (Börsengesetz)."
In return, the previous route to the ordinary civil courts under Section 1(1) no. 3 of the Capital Investors' Model Case Act (KapMuG) is abolished.
Standing: accepting shareholders only
A systematic departure from the other subsections of Section 1 SpruchG is found in Section 3 sentence 1 no. 7 SpruchG (new version): standing is limited to any person "who has accepted an offer …". Shareholders who reject the delisting acquisition offer and retain their shares are excluded from the appraisal proceedings. Proof of shareholder status must be provided under Section 3 sentence 3 SpruchG exclusively by documentary evidence — a custodian bank confirmation or execution notice is therefore indispensable.
Commencement of the time limit: date of application, not of announcement
Under Section 4(1) sentence 1 SpruchG (new version), the three-month time limit for filing begins "on the day on which, in the cases referred to in No. 8, the application for revocation of the admission was filed." The trigger is thus not the announcement of the revocation decision by the management of the exchange, and not the expiry of the acceptance period for the tender offer, but rather the — often not publicly known — date on which the delisting application is received by the management of the trading venue. Since this date is not regularly published, early informal enquiries to the relevant exchange or to the issuer are advisable. Where parallel applications are filed (typically to the Frankfurt Stock Exchange and a regional exchange), the wording of the provision suggests that a separate time limit runs for each application; anyone seeking to preserve both proceedings should therefore orient themselves to the earlier application date.
Respondent and publication
The respondent under Section 5 sentence 1 no. 8 SpruchG (new version) is the bidder — not the target company. The publication of the final decision is the responsibility of the legal representatives of the issuer pursuant to Section 14 no. 8 SpruchG (new version).
Substantive standard of review: Section 39 BörsG (new version)
The two-tier valuation standard is preserved but has been tightened:
Rule: volume-weighted domestic six-month average share price prior to publication.
Exception with company valuation: where "special circumstances" have caused the share price to be inappropriately low. Beyond the enumerative catalogue of the ministerial draft (insider dealing, market manipulation, missing or incorrect ad-hoc disclosures), the enacted version contains a general clause requiring a company valuation (in case of doubt using the discounted earnings method / Ertragswertverfahren) whenever other special circumstances have influenced the six-month average price in such a way that it is "inappropriately low." The average is materially influenced where at least two consecutive stock exchange prices deviate from each other by more than 5%.
Practical relevance and open questions
The shift of regimes gives affected shareholders — for the first time since "Frosta" — renewed access to specialised judicial valuation proceedings with the familiar tools of the appraisal regime (bidder's response, court-appointed expert, joint representative, cost allocation risk under Section 15 SpruchG). Key practical questions will fall to the first wave of new proceedings:
- Relationship between two parallel delisting applications (regulated market Frankfurt and a regional exchange) — one appraisal proceeding or two?
- Concretisation of the general clause "special circumstances" and the reach of the 5% materiality threshold.
- Intertemporal application: Section 17 SpruchG contains no express transitional provision for the StoFöG; delisting applications filed on or after 10 February 2026 should therefore be directly subject to the new regime.
Protection gap for non-accepting shareholders: The wording of Section 3 sentence 1 no. 7 SpruchG excludes shareholders who prefer to wait for a subsequent squeeze-out — dogmatically consistent, but a practical incentive to accept the delisting offer as a precaution.
For shareholders in ongoing or already completed delisting transactions, the message is clear: note the deadline from the date of the delisting application, accept the offer, and secure documentary evidence.
14 August 2026
Nagarro SE: Nagarro Management Board and Supervisory Board recommend the acceptance of the voluntary public takeover offer by Persistent
Corporate News
- Joint reasoned statement of Management Board and Supervisory Board published
- Offer price of EUR 81.00 per share considered to be adequate and fair
- Management Board and Supervisory Board support the strategic partnership and recommend that shareholders accept the offer
MUNICH, Aug. 14, 2026 /PRNewswire/ -- The Management Board and the Supervisory Board of Nagarro SE ("Nagarro" or the "Company") today published their joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act ("WpÜG") on the voluntary public takeover offer (cash offer) of Galaxy Germany Holding SE (the "Bidder"). The Bidder is a company directly controlled by Persistent Systems Limited, a publicly listed company based in India ("Persistent").
After having independently and carefully reviewed and evaluated the offer document published by the Bidder, both the Management Board and the Supervisory Board recommend all Nagarro shareholders to accept the public takeover offer.
Both welcome the economic and strategic intentions of the Bidder as laid out in the offer document, in which the Bidder reiterated its intention to support and further develop Nagarro's current business strategy, to work with the existing Management Board for the success of the combined group and the intention to support the existing workforce of Nagarro Group as well as the underlined highest respect for the achievements of the employees of Nagarro Group to date. The intended measures and objectives have already been largely agreed in the Business Combination Agreement concluded on 26 June 2026, which defines a common framework for the future cooperation in detail.
The Management Board and the Supervisory Board of Nagarro SE consider the offer price of EUR 81.00 per Nagarro share to be adequate and fair. The offer price allows shareholders to secure immediately and upfront a significant share of the targeted long-term value creation, without having to bear the execution risks and related temporary effects.
The offer price of EUR 81.00 per share represents a premium of approximately 140 percent to the Xetra stock exchange price of Nagarro of EUR 33.74 on 25 June 2026 (the last trading day prior to the announcement of the decision to launch the offer on 26 June 2026), a premium of approximately 93 percent to the three-month volume-weighted average stock exchange price and a premium of approximately 112 percent to the one-month volume-weighted average stock exchange price, in both cases prior to and including 25 June 2026. In addition, the offer price exceeds the median of the target price expectations by research analysts of EUR 72.00 by approximately 12.5 percent and includes a premium of EUR 9.00.
"The Management Board continues to expressly support the envisaged strategic partnership with Persistent to accelerate our business, generate growth momentum, and advance the transformation of Nagarro. The submitted offer is in the best interest of our stakeholders and the offer price of EUR 81.00 per share represents an attractive premium for our shareholders, to whom we recommend acceptance," says Manas Human, Co-Founder and CEO of Nagarro SE.
"After thorough review of the economic and strategic benefits, we believe this offer represents a great opportunity for Nagarro and its shareholders. As financially adequate, the offer reflects the value and potential of the Company," adds Christian Bacherl, Chairperson of the Supervisory Board of Nagarro SE.
The acceptance period commenced with the publication of the offer document on 6 August 2026 and ends on 17 September 2026 at 24:00 hrs (Frankfurt am Main local time) / 18:00 hrs (New York local time). Nagarro shareholders may accept the public takeover offer of the Bidder via their respective custodian bank. Shareholders are advised to contact their respective custodian bank or other custodian investment service provider to tender their shares. The offer document and further information are available at www.galaxy-offer.com.
The offer is subject to various offer conditions. These include, inter alia, a minimum acceptance threshold of 50 percent plus one (1) share of the relevant Nagarro shares, merger control clearances and foreign direct investment approvals in several jurisdictions and a clearance under Indian FEMA law by the Reserve Bank of India. Closing of the offer is anticipated in Q4 calendar year 2026 or Q1 calendar year 2027.
The offer forms part of a taking private strategy and post-settlement, the Bidder intends to pursue a delisting of the Nagarro shares from the regulated market of the Frankfurt Stock Exchange (Prime Standard) as soon as legally and practically possible. The Management Board of Nagarro has expressed in the Business Combination Agreement, subject to its fiduciary duties, to support a delisting if so requested by the Bidder in the future. The Bidder has undertaken vis-à-vis Nagarro not to enter into a domination and/or profit and loss transfer agreement for at least two (2) years after closing.
The Bidder and the persons acting jointly with the Bidder have already secured approximately 20 percent of the shares in Nagarro through a binding agreement with Lantano Beteiligungen GmbH, the investment vehicle of the largest shareholder of Nagarro.
Copies of the joint reasoned statement of the Management Board and the Supervisory Board of Nagarro SE are also available free of charge from Nagarro SE, Investor Relations, Baierbrunner Straße 15, 81379 Munich, Germany (requests via e-mail to ir@nagarro.com stating a complete postal address). The joint reasoned statement and, if applicable, any amendments hereto as well as any additional statements on possible amendments to the takeover offer will be published in German and as a non-binding English translation on the internet at https://www.nagarro.com/en/investor-relations/voluntary-public-takeover-offer-by-persistent. Only the German version is authoritative.
For the assessment of the takeover offer, only the joint reasoned statement of the Management Board and the Supervisory Board is authoritative. The information in this press release does not constitute an explanation or supplement to the contents in the joint reasoned statement.
J.P. Morgan is serving as sole joint financial advisor to the Management Board and Supervisory Board of Nagarro, Freshfields is serving as sole joint legal advisor.
About Nagarro
Nagarro is a global AI-native engineering and transformation company that engineers intelligence into enterprises securely, responsibly, and at scale. Distinguished by its entrepreneurial, agile, and global character, Nagarro is guided by its CARING values. The company employs around 18,700 people across 39 countries. For more information, please visit www.nagarro.com.
(FRA: NA9) (SDAX) (ISIN: DE000A3H2200) (WKN: A3H220)
Disclaimer on forward looking statements
This publication contains "forward-looking statements" with respect to Nagarro´s results of operations, financial condition, liquidity, prospects, growth, and strategies. Forward-looking statements include, but are not limited to, statements regarding objectives, targets, strategies, outlook, and growth prospects, including guidance for the financial year ending 31 December 2026, medium-term targets, Nagarro´s working capital, capital structure and dividend policy, future plans, events, or performance, economic outlook, and industry trends. This publication constitutes neither an offer to purchase nor a solicitation of an offer to sell shares or other securities of Nagarro SE. The public takeover offer itself as well as its terms and conditions and further information relating to the public takeover offer are published in the offer document of Galaxy Germany Holding SE. Investors and shareholders of Nagarro are advised to carefully read the offer document and all other documents relating to the public takeover offer, in particular the joint reasoned statement of the Management Board and the Supervisory Board, as they contain important information. Nagarro shareholders are also advised to seek independent advice, if necessary, in order to reach an informed decision on the content of the offer document and the takeover offer.
Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as "will", "could", "may", "should", "expects", "intends", "prepares" or "targets" (including in their negative form or other variations). By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. All subsequent written or oral forward-looking statements attributable to Nagarro or any member of Nagarro, or any persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. No assurances can be given that the forward-looking statements in this document will be realised. Any forward-looking statements are made of the date of this announcement. Subject to compliance with applicable law and regulations, Nagarro does not intend to update these forward-looking statements and does not undertake any obligation to do so. It should be noted that past results are not an indicator of future results. Interim results are not necessarily an indicator of the full-year results.
References to Nagarro are to Nagarro SE and references to Nagarro Group are to Nagarro SE and its subsidiaries unless otherwise stated.
MUNICH, Aug. 14, 2026 /PRNewswire/ -- The Management Board and the Supervisory Board of Nagarro SE ("Nagarro" or the "Company") today published their joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act ("WpÜG") on the voluntary public takeover offer (cash offer) of Galaxy Germany Holding SE (the "Bidder"). The Bidder is a company directly controlled by Persistent Systems Limited, a publicly listed company based in India ("Persistent").
After having independently and carefully reviewed and evaluated the offer document published by the Bidder, both the Management Board and the Supervisory Board recommend all Nagarro shareholders to accept the public takeover offer.
Both welcome the economic and strategic intentions of the Bidder as laid out in the offer document, in which the Bidder reiterated its intention to support and further develop Nagarro's current business strategy, to work with the existing Management Board for the success of the combined group and the intention to support the existing workforce of Nagarro Group as well as the underlined highest respect for the achievements of the employees of Nagarro Group to date. The intended measures and objectives have already been largely agreed in the Business Combination Agreement concluded on 26 June 2026, which defines a common framework for the future cooperation in detail.
The Management Board and the Supervisory Board of Nagarro SE consider the offer price of EUR 81.00 per Nagarro share to be adequate and fair. The offer price allows shareholders to secure immediately and upfront a significant share of the targeted long-term value creation, without having to bear the execution risks and related temporary effects.
The offer price of EUR 81.00 per share represents a premium of approximately 140 percent to the Xetra stock exchange price of Nagarro of EUR 33.74 on 25 June 2026 (the last trading day prior to the announcement of the decision to launch the offer on 26 June 2026), a premium of approximately 93 percent to the three-month volume-weighted average stock exchange price and a premium of approximately 112 percent to the one-month volume-weighted average stock exchange price, in both cases prior to and including 25 June 2026. In addition, the offer price exceeds the median of the target price expectations by research analysts of EUR 72.00 by approximately 12.5 percent and includes a premium of EUR 9.00.
"The Management Board continues to expressly support the envisaged strategic partnership with Persistent to accelerate our business, generate growth momentum, and advance the transformation of Nagarro. The submitted offer is in the best interest of our stakeholders and the offer price of EUR 81.00 per share represents an attractive premium for our shareholders, to whom we recommend acceptance," says Manas Human, Co-Founder and CEO of Nagarro SE.
"After thorough review of the economic and strategic benefits, we believe this offer represents a great opportunity for Nagarro and its shareholders. As financially adequate, the offer reflects the value and potential of the Company," adds Christian Bacherl, Chairperson of the Supervisory Board of Nagarro SE.
The acceptance period commenced with the publication of the offer document on 6 August 2026 and ends on 17 September 2026 at 24:00 hrs (Frankfurt am Main local time) / 18:00 hrs (New York local time). Nagarro shareholders may accept the public takeover offer of the Bidder via their respective custodian bank. Shareholders are advised to contact their respective custodian bank or other custodian investment service provider to tender their shares. The offer document and further information are available at www.galaxy-offer.com.
The offer is subject to various offer conditions. These include, inter alia, a minimum acceptance threshold of 50 percent plus one (1) share of the relevant Nagarro shares, merger control clearances and foreign direct investment approvals in several jurisdictions and a clearance under Indian FEMA law by the Reserve Bank of India. Closing of the offer is anticipated in Q4 calendar year 2026 or Q1 calendar year 2027.
The offer forms part of a taking private strategy and post-settlement, the Bidder intends to pursue a delisting of the Nagarro shares from the regulated market of the Frankfurt Stock Exchange (Prime Standard) as soon as legally and practically possible. The Management Board of Nagarro has expressed in the Business Combination Agreement, subject to its fiduciary duties, to support a delisting if so requested by the Bidder in the future. The Bidder has undertaken vis-à-vis Nagarro not to enter into a domination and/or profit and loss transfer agreement for at least two (2) years after closing.
The Bidder and the persons acting jointly with the Bidder have already secured approximately 20 percent of the shares in Nagarro through a binding agreement with Lantano Beteiligungen GmbH, the investment vehicle of the largest shareholder of Nagarro.
Copies of the joint reasoned statement of the Management Board and the Supervisory Board of Nagarro SE are also available free of charge from Nagarro SE, Investor Relations, Baierbrunner Straße 15, 81379 Munich, Germany (requests via e-mail to ir@nagarro.com stating a complete postal address). The joint reasoned statement and, if applicable, any amendments hereto as well as any additional statements on possible amendments to the takeover offer will be published in German and as a non-binding English translation on the internet at https://www.nagarro.com/en/investor-relations/voluntary-public-takeover-offer-by-persistent. Only the German version is authoritative.
For the assessment of the takeover offer, only the joint reasoned statement of the Management Board and the Supervisory Board is authoritative. The information in this press release does not constitute an explanation or supplement to the contents in the joint reasoned statement.
J.P. Morgan is serving as sole joint financial advisor to the Management Board and Supervisory Board of Nagarro, Freshfields is serving as sole joint legal advisor.
About Nagarro
Nagarro is a global AI-native engineering and transformation company that engineers intelligence into enterprises securely, responsibly, and at scale. Distinguished by its entrepreneurial, agile, and global character, Nagarro is guided by its CARING values. The company employs around 18,700 people across 39 countries. For more information, please visit www.nagarro.com.
(FRA: NA9) (SDAX) (ISIN: DE000A3H2200) (WKN: A3H220)
Disclaimer on forward looking statements
This publication contains "forward-looking statements" with respect to Nagarro´s results of operations, financial condition, liquidity, prospects, growth, and strategies. Forward-looking statements include, but are not limited to, statements regarding objectives, targets, strategies, outlook, and growth prospects, including guidance for the financial year ending 31 December 2026, medium-term targets, Nagarro´s working capital, capital structure and dividend policy, future plans, events, or performance, economic outlook, and industry trends. This publication constitutes neither an offer to purchase nor a solicitation of an offer to sell shares or other securities of Nagarro SE. The public takeover offer itself as well as its terms and conditions and further information relating to the public takeover offer are published in the offer document of Galaxy Germany Holding SE. Investors and shareholders of Nagarro are advised to carefully read the offer document and all other documents relating to the public takeover offer, in particular the joint reasoned statement of the Management Board and the Supervisory Board, as they contain important information. Nagarro shareholders are also advised to seek independent advice, if necessary, in order to reach an informed decision on the content of the offer document and the takeover offer.
Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as "will", "could", "may", "should", "expects", "intends", "prepares" or "targets" (including in their negative form or other variations). By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. All subsequent written or oral forward-looking statements attributable to Nagarro or any member of Nagarro, or any persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. No assurances can be given that the forward-looking statements in this document will be realised. Any forward-looking statements are made of the date of this announcement. Subject to compliance with applicable law and regulations, Nagarro does not intend to update these forward-looking statements and does not undertake any obligation to do so. It should be noted that past results are not an indicator of future results. Interim results are not necessarily an indicator of the full-year results.
References to Nagarro are to Nagarro SE and references to Nagarro Group are to Nagarro SE and its subsidiaries unless otherwise stated.
13 August 2026
VINCI Energies Deutschland Enterprise Solutions AcquiCo SE: VINCI Energies announces start of acceptance period for €67.50-per-share cash offer to All for One shareholders
Frankfurt am Main, August 12, 2026
- The acceptance period begins on August 12 and ends on September 15, 2026.
- The acceptance period begins on August 12 and ends on September 15, 2026.
- All for One shareholders may tender their shares for €67.50 per share in cash. This represents an attractive premium of 105.4% to the three-month volume-weighted average share price before the offer was announced on July 16, 2026, and 94.5% to the Xetra closing price of All for One shares on July 15, 2026.
- To accept the offer, All for One shareholders should promptly contact their custodian bank or securities services provider.
- Supervisory Board and Management Board of All for One support the offer and, subject to their review of the offer document, intend to recommend that shareholders accept it.
- The offer is subject to a minimum acceptance threshold of 75%.
VINCI Energies Deutschland Enterprise Solutions AcquiCo SE (the “Bidder”), an indirect subsidiary of VINCI S.A., today announced the start of the acceptance period for its voluntary public takeover offer to the shareholders of All for One Group SE (“All for One”). The German Federal Financial Supervisory Authority (“Bafin”) approved the publication of the offer document on August 11, 2026.
Starting today, All for One shareholders may accept the offer by tendering their shares for a cash consideration of €67.50 per share. The acceptance period will end at midnight (Frankfurt am Main local time) on September 15, 2026. Shareholders wishing to accept the offer should promptly contact the custodian bank or any other securities services provider where their All for One shares are held.
The offer price represents an attractive premium of 105.4% to the three-month volume-weighted average share price before the offer was announced on July 16, 2026, and 94.5% to the Xetra closing price of All for One shares on July 15, 2026. The cash offer therefore provides All for One shareholders an opportunity to realise the value of their investment in cash at a highly attractive premium.
Supervisory Board and Management Board of All for One welcome and support the takeover offer and, subject to their review of the offer document, intend to recommend that shareholders accept the offer. They believe the transaction is in the best interests of the company, its shareholders, employees, customers, partners and other stakeholders.
The acquisition is intended to strengthen VINCI Energies’ market position and growth ambitions in the fast-growing digital infrastructure services sector. It will also accelerate the development of Axians, VINCI Energies’ ICT brand, into a leading digital transformation platform for customers across Europe. The combination will bring together Axians’ strong capabilities in ICT infrastructure, cloud, networks and cybersecurity with All for One’s scalable SAP consulting, managed services and business transformation expertise, creating a comprehensive and complementary end-to-end offering.
The Bidder has entered into agreements with All for One’s largest shareholders under which, subject to the terms of the respective agreements, they are required to accept the takeover offer for all All for One shares they hold. Together, these holdings represent approximately 54.7% of All for One’s share capital.
On July 16, 2026, the Bidder and All for One signed a Business Combination Agreement relating to the takeover offer and their intended cooperation following completion. The Bidder has undertaken not to enter into a domination and profit and loss transfer agreement with All for One before January 1, 2029. Provided the statutory requirements are met and such action is economically appropriate at the relevant time, the Bidder intends to initiate a potential delisting of All for One and/or a squeeze-out of the minority shareholders based on the offer price, which already incorporates a strategic premium. This could further reduce trading liquidity.
The takeover offer is subject to a minimum acceptance threshold of 75% plus one share of all outstanding All for One shares and to the satisfaction of the other customary closing conditions, including the required merger control clearances. The full terms and conditions of the takeover offer are set out in the offer document. The offer document, together with further information about the offer, is available at www.afo-offer.com.
About VINCI Energies
In a world undergoing constant change, VINCI Energies contributes to the environmental transition by helping bring about major trends in the digital landscape and energy sector. VINCI Energies’ teams roll out technologies and integrate customised multi-technical solutions, from design to implementation, operation and maintenance. With their strong local roots and agile and innovative structure, VINCI Energies’ 2,200 business units have positioned themselves boosting the reliability, efficiency and sustainability of their customers’ infrastructure and processes. VINCI Energies strives for global performance, caring for the planet, useful to people and committed to local communities.
2025: Revenues of €21.6 billion // 109,000 employees // 2,200 Business Units // 60 countries
www.vinci-energies.com
About Axians
Axians, the ICT brand of VINCI Energies, supports its customers — private-sector companies, public-sector entities, operators and service providers — in their infrastructures and digital solutions development.
Axians offers a comprehensive range of ICT solutions and services spanning business applications and data analytics, digital workspaces, enterprise networks, datacenters, cloud services, cybersecurity and telecommunications infrastructure. Axians’ specialized consulting, design, integration and service teams develop bespoke digital transformation solutions that contribute to successful business outcomes for its customers.
2025: Revenues of €3.8 billion // 16,000 employees // 36 countries
www.axians.com
About All for One Group
All for One Group is an international IT, consulting and service provider with a strong SAP focus. It supports more than 4,500 customers — primarily in Germany, Austria, Poland and Switzerland — end-to-end in their sustainable IT, cloud, AI and business transformation. Its ambition is to translate technology into tangible business value. At the center of this are SAP Cloud ERP as the digital core and AI solutions for intelligent, enterprise-wide and industry-specific processes.
In fiscal year 2024/25, All for One generated revenue of EUR 504 million. The company, headquartered in Filderstadt near Stuttgart, is listed in the Prime Standard of the Frankfurt Stock Exchange.
www.all-for-one.com/ir
VINCI Energies Deutschland Enterprise Solutions AcquiCo SE (the “Bidder”), an indirect subsidiary of VINCI S.A., today announced the start of the acceptance period for its voluntary public takeover offer to the shareholders of All for One Group SE (“All for One”). The German Federal Financial Supervisory Authority (“Bafin”) approved the publication of the offer document on August 11, 2026.
Starting today, All for One shareholders may accept the offer by tendering their shares for a cash consideration of €67.50 per share. The acceptance period will end at midnight (Frankfurt am Main local time) on September 15, 2026. Shareholders wishing to accept the offer should promptly contact the custodian bank or any other securities services provider where their All for One shares are held.
The offer price represents an attractive premium of 105.4% to the three-month volume-weighted average share price before the offer was announced on July 16, 2026, and 94.5% to the Xetra closing price of All for One shares on July 15, 2026. The cash offer therefore provides All for One shareholders an opportunity to realise the value of their investment in cash at a highly attractive premium.
Supervisory Board and Management Board of All for One welcome and support the takeover offer and, subject to their review of the offer document, intend to recommend that shareholders accept the offer. They believe the transaction is in the best interests of the company, its shareholders, employees, customers, partners and other stakeholders.
The acquisition is intended to strengthen VINCI Energies’ market position and growth ambitions in the fast-growing digital infrastructure services sector. It will also accelerate the development of Axians, VINCI Energies’ ICT brand, into a leading digital transformation platform for customers across Europe. The combination will bring together Axians’ strong capabilities in ICT infrastructure, cloud, networks and cybersecurity with All for One’s scalable SAP consulting, managed services and business transformation expertise, creating a comprehensive and complementary end-to-end offering.
The Bidder has entered into agreements with All for One’s largest shareholders under which, subject to the terms of the respective agreements, they are required to accept the takeover offer for all All for One shares they hold. Together, these holdings represent approximately 54.7% of All for One’s share capital.
On July 16, 2026, the Bidder and All for One signed a Business Combination Agreement relating to the takeover offer and their intended cooperation following completion. The Bidder has undertaken not to enter into a domination and profit and loss transfer agreement with All for One before January 1, 2029. Provided the statutory requirements are met and such action is economically appropriate at the relevant time, the Bidder intends to initiate a potential delisting of All for One and/or a squeeze-out of the minority shareholders based on the offer price, which already incorporates a strategic premium. This could further reduce trading liquidity.
The takeover offer is subject to a minimum acceptance threshold of 75% plus one share of all outstanding All for One shares and to the satisfaction of the other customary closing conditions, including the required merger control clearances. The full terms and conditions of the takeover offer are set out in the offer document. The offer document, together with further information about the offer, is available at www.afo-offer.com.
About VINCI Energies
In a world undergoing constant change, VINCI Energies contributes to the environmental transition by helping bring about major trends in the digital landscape and energy sector. VINCI Energies’ teams roll out technologies and integrate customised multi-technical solutions, from design to implementation, operation and maintenance. With their strong local roots and agile and innovative structure, VINCI Energies’ 2,200 business units have positioned themselves boosting the reliability, efficiency and sustainability of their customers’ infrastructure and processes. VINCI Energies strives for global performance, caring for the planet, useful to people and committed to local communities.
2025: Revenues of €21.6 billion // 109,000 employees // 2,200 Business Units // 60 countries
www.vinci-energies.com
About Axians
Axians, the ICT brand of VINCI Energies, supports its customers — private-sector companies, public-sector entities, operators and service providers — in their infrastructures and digital solutions development.
Axians offers a comprehensive range of ICT solutions and services spanning business applications and data analytics, digital workspaces, enterprise networks, datacenters, cloud services, cybersecurity and telecommunications infrastructure. Axians’ specialized consulting, design, integration and service teams develop bespoke digital transformation solutions that contribute to successful business outcomes for its customers.
2025: Revenues of €3.8 billion // 16,000 employees // 36 countries
www.axians.com
About All for One Group
All for One Group is an international IT, consulting and service provider with a strong SAP focus. It supports more than 4,500 customers — primarily in Germany, Austria, Poland and Switzerland — end-to-end in their sustainable IT, cloud, AI and business transformation. Its ambition is to translate technology into tangible business value. At the center of this are SAP Cloud ERP as the digital core and AI solutions for intelligent, enterprise-wide and industry-specific processes.
In fiscal year 2024/25, All for One generated revenue of EUR 504 million. The company, headquartered in Filderstadt near Stuttgart, is listed in the Prime Standard of the Frankfurt Stock Exchange.
www.all-for-one.com/ir
12 August 2026
PNE AG updates on ongoing sales process
Ad hoc announcement to Article 17 Market Abuse Regulation (MAR)
Cuxhaven, 10 August 2026 – In light of recent media reports, PNE AG clarifies, with regard to the structured process it has initiated to seek an investor for the acquisition of up to 100 percent of its shares, that the market interest received indicates that the price expectations of potential acquirers are below the current market price level of the PNE share.
Against this background, it is currently uncertain whether a transaction will materialise and what its terms would be. PNE AG will inform the market of any relevant further developments in accordance with applicable law.
Cuxhaven, 10 August 2026 – In light of recent media reports, PNE AG clarifies, with regard to the structured process it has initiated to seek an investor for the acquisition of up to 100 percent of its shares, that the market interest received indicates that the price expectations of potential acquirers are below the current market price level of the PNE share.
Against this background, it is currently uncertain whether a transaction will materialise and what its terms would be. PNE AG will inform the market of any relevant further developments in accordance with applicable law.
RHÖN-KLINIKUM AG: Asklepios Kliniken GmbH & Co. KGaA submits request for the implementation of a squeeze-out of the minority shareholders of RHÖN-Klinikum Aktiengesellschaft
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
07-Aug-2026 / 11:12 CET/CEST
Asklepios Kliniken GmbH & Co. KGaA with registered office in Hamburg today submitted the request to the management board of RHÖN-Klinikum Aktiengesellschaft that the general meeting of RHÖN-Klinikum Aktiengesellschaft resolves upon the transfer of the shares of the minority shareholders of RHÖN-Klinikum Aktiengesellschaft to Asklepios Kliniken GmbH & Co. KGaA against payment of an adequate cash compensation (so-called squeeze-out). Asklepios Kliniken GmbH & Co. KGaA holds (indirectly) more than 95 percent of the shares in RHÖN-Klinikum Aktiengesellschaft and is therefore the main shareholder within the meaning of section 327a German Stock Corporation Act (Aktiengesetz – AktG).
Asklepios Kliniken GmbH & Co. KGaA will determine the amount of the cash compensation on the basis of a company valuation. The adequacy of the cash compensation will be reviewed by a court appointed expert auditor. The squeeze-out will become effective upon the adoption of the corresponding resolution by the general meeting of RHÖN-Klinikum Aktiengesellschaft and its registration in the commercial register of the company with the local court (Amtsgericht) Schweinfurt.
The resolution on the squeeze-out is expected to take place at an extraordinary general meeting in January 2027.
Asklepios Kliniken GmbH & Co. KGaA will determine the amount of the cash compensation on the basis of a company valuation. The adequacy of the cash compensation will be reviewed by a court appointed expert auditor. The squeeze-out will become effective upon the adoption of the corresponding resolution by the general meeting of RHÖN-Klinikum Aktiengesellschaft and its registration in the commercial register of the company with the local court (Amtsgericht) Schweinfurt.
The resolution on the squeeze-out is expected to take place at an extraordinary general meeting in January 2027.
Klöckner & Co SE: Klöckner & Co continues solid operational performance in the second quarter of 2026 and moves forward with business combination with Worthington Steel
Corporate News
- Operating income (EBITDA) before material special effects of €63 million in the second quarter of 2026 considerably higher than the preceding quarter (Q1 2026: €46 million) but below the prior-year quarter (Q2 2025: €65 million)
- Sales of €1.7 billion in the second quarter of 2026 slightly higher than the prior-year period (Q2 2025: €1.6 billion); adjusted for the sale of eight US distribution sites at the end of 2025, sales rose considerably by 12.1%
- Net income of €-268 million in the second quarter of 2026 significantly influenced by an impairment charge related to the Becker Group (Q2 2025: €2 million)
- Worthington Steel’s ongoing delisting tender offer expected to end at on August 12, 2026, at 24 hours (Frankfurt am Main local time); delisting expected to take effect immediately upon expiration of the acceptance period
- Divestment of the Becker Group is proceeding as planned
- EBITDA before material special effects expected to be €170 million to €250 million for the full year 2026
Düsseldorf (Germany), August 5, 2026 – Klöckner & Co closed the second quarter of 2026 with a significant improvement in operating income (EBITDA) before material special effects. It amounted to €63 million and thus considerably higher than the preceding quarter (Q1 2026: €46 million) but below the prior-year level (Q2 2025: €65 million). In the first six months, EBITDA before material special effects totaled €109 million (H1 2025: €107 million). Factoring in material special effects (including a €151 million impairment charge related to the Becker Group and transaction costs of €17 million associated with the business combination with Worthington Steel), EBITDA for the first six months amounted to €-67 million.
Shipments in the second quarter of 2026 totaled 1.12 million metric tons (Q2 2025: 1.16 million metric tons), down from the prior-year period due to the disposal of eight US distribution sites, which was completed at the end of 2025. Adjusted for the sale of these eight US distribution sites, shipments at the Group level rose by 3.2%. Sales for the second quarter of 2026 totaled €1.7 billion (Q2 2025: €1.6 billion), slightly higher than the prior-year period (+12.1% adjusted for divestment).
Consolidated net income for the second quarter of 2026 amounted to €-268 million (Q2 2025: €2 million) and was primarily affected by the impairment charge related to the Becker Group. Earnings per share amounted to €-2.70 (Q2 2025: €0.02).
Cash flow from operating activities amounted to €10 million in the second quarter of 2026, compared with cash flow from operating activities of €75 million in the prior-year quarter. Due to net cash outflows for investments totaling €3 million (Q2 2025: €31 million), free cash flow in the second quarter of 2026 amounted to €7 million (Q2 2025: €44 million).
“In the second quarter, we considerably increased our operating income before material special effects compared with the preceding quarter, demonstrating that our business remains resilient
even in a challenging market environment. With our business combination with Worthington Steel, we are opening a new chapter in our company’s history and laying the foundation for future profitable growth in North America and Europe.”
Guido Kerkhoff
CEO Klöckner & Co SE
Completion of Worthington Steel’s takeover bid and delisting acquisition offer
On June 3, 2026, Worthington Steel’s voluntary public takeover bid was completed. According to the voting rights notification, Worthington Steel thus holds approximately 62% of all outstanding Klöckner & Co shares. Together with Worthington Steel, Klöckner&Co is consistently streamlining its strategic focus on higher value-added products and services, laying the foundation for profitable growth in North America and Europe. As part of the change in control, the syndicated loan was reduced to €150 million and supplemented by a revolving shareholder loan from Worthington Steel of up to €200 million.
On July 15, 2026, Worthington Steel published the offering circular for the public delisting acquisition offer, giving the remaining shareholders the opportunity to sell their shares for €11.00 per share. The Management Board and Supervisory Board of Klöckner & Co SE published their joint response statement on July 22, 2026, and, following careful and independent review, concluded that they are unable to recommend either acceptance or rejection of the offer to shareholders. The delisting acquisition offer is not subject to any completion conditions and can therefore proceed regardless of the level of acceptance. In accordance with the delisting agreement, Klöckner & Co applied to the Frankfurt Stock Exchange on July 29, 2026, for the revocation of the admission of its shares to trading. As a result, the delisting is expected to take effect immediately upon expiry of the acceptance period. The acceptance period is expected to end on August 12, 2026, at 24 hours (Frankfurt am Main local time).
The divestment of the Becker Group is proceeding as planned
The divestment of the Becker Group is proceeding as planned. As early as January 2026, following a comprehensive analysis and evaluation of possible strategic options for the Becker Group, the Management Board of Klöckner & Co had announced its intention to divest the business in order to focus even stronger on profitable growth in higher value-added products and services, in line with the Company’s strategy.
Outlook
Despite the continuing challenging macroeconomic environment marked by heightened geopolitical uncertainties, particularly as a result of the ongoing conflict in the Middle East, Klöckner & Co generated EBITDA before material special effects of €109 million during the reporting period. For the full year 2026, the company now expects a slight decline in shipments, while the sales volume is expected to rise slightly, driven by higher average prices. Furthermore, the forecast for EBITDA before material special effects has been specified to a range of €170 million to €250 million. Klöckner & Co also expects cash flow from operating activities for the full year 2026 to remain positive, although it is now projected to fall below the prior-year level due to the higher tied-up net working capital funds as a result of price increases.
About Klöckner & Co:
Klöckner & Co is now one of the largest producer-independent steel and metal processors and one of the leading service center companies. With its distribution and service network of around 110 warehouse and processing locations, primarily in North America and the “DACH” region (Germany, Austria and Switzerland), Klöckner & Co supplies more than 60,000 customers. Currently, the Group has more than 6,000 employees. Klöckner & Co had sales of some €6.4 billion in fiscal year 2025. By consistently implementing its corporate strategy, Klöckner & Co strives to become one of the leading service center and metal processing companies in North America and Europe. The focus is on continued targeted expansion of the service center and higher value-added business, diversification of the product and service portfolio as well as integration of additional CO2-reduced solutions under the Nexigen® umbrella brand.
The shares of Klöckner & Co SE are admitted to trading on the regulated market segment (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with further post-admission obligations (Prime Standard). Klöckner & Co shares are listed in the SDAX® index of Deutsche Börse.
ISIN: DE000KC01000; WKN: KC0100
ISIN: DE000KC11116; WKN: KC1111
- Sales of €1.7 billion in the second quarter of 2026 slightly higher than the prior-year period (Q2 2025: €1.6 billion); adjusted for the sale of eight US distribution sites at the end of 2025, sales rose considerably by 12.1%
- Net income of €-268 million in the second quarter of 2026 significantly influenced by an impairment charge related to the Becker Group (Q2 2025: €2 million)
- Worthington Steel’s ongoing delisting tender offer expected to end at on August 12, 2026, at 24 hours (Frankfurt am Main local time); delisting expected to take effect immediately upon expiration of the acceptance period
- Divestment of the Becker Group is proceeding as planned
- EBITDA before material special effects expected to be €170 million to €250 million for the full year 2026
Düsseldorf (Germany), August 5, 2026 – Klöckner & Co closed the second quarter of 2026 with a significant improvement in operating income (EBITDA) before material special effects. It amounted to €63 million and thus considerably higher than the preceding quarter (Q1 2026: €46 million) but below the prior-year level (Q2 2025: €65 million). In the first six months, EBITDA before material special effects totaled €109 million (H1 2025: €107 million). Factoring in material special effects (including a €151 million impairment charge related to the Becker Group and transaction costs of €17 million associated with the business combination with Worthington Steel), EBITDA for the first six months amounted to €-67 million.
Shipments in the second quarter of 2026 totaled 1.12 million metric tons (Q2 2025: 1.16 million metric tons), down from the prior-year period due to the disposal of eight US distribution sites, which was completed at the end of 2025. Adjusted for the sale of these eight US distribution sites, shipments at the Group level rose by 3.2%. Sales for the second quarter of 2026 totaled €1.7 billion (Q2 2025: €1.6 billion), slightly higher than the prior-year period (+12.1% adjusted for divestment).
Consolidated net income for the second quarter of 2026 amounted to €-268 million (Q2 2025: €2 million) and was primarily affected by the impairment charge related to the Becker Group. Earnings per share amounted to €-2.70 (Q2 2025: €0.02).
Cash flow from operating activities amounted to €10 million in the second quarter of 2026, compared with cash flow from operating activities of €75 million in the prior-year quarter. Due to net cash outflows for investments totaling €3 million (Q2 2025: €31 million), free cash flow in the second quarter of 2026 amounted to €7 million (Q2 2025: €44 million).
“In the second quarter, we considerably increased our operating income before material special effects compared with the preceding quarter, demonstrating that our business remains resilient
even in a challenging market environment. With our business combination with Worthington Steel, we are opening a new chapter in our company’s history and laying the foundation for future profitable growth in North America and Europe.”
Guido Kerkhoff
CEO Klöckner & Co SE
Completion of Worthington Steel’s takeover bid and delisting acquisition offer
On June 3, 2026, Worthington Steel’s voluntary public takeover bid was completed. According to the voting rights notification, Worthington Steel thus holds approximately 62% of all outstanding Klöckner & Co shares. Together with Worthington Steel, Klöckner&Co is consistently streamlining its strategic focus on higher value-added products and services, laying the foundation for profitable growth in North America and Europe. As part of the change in control, the syndicated loan was reduced to €150 million and supplemented by a revolving shareholder loan from Worthington Steel of up to €200 million.
On July 15, 2026, Worthington Steel published the offering circular for the public delisting acquisition offer, giving the remaining shareholders the opportunity to sell their shares for €11.00 per share. The Management Board and Supervisory Board of Klöckner & Co SE published their joint response statement on July 22, 2026, and, following careful and independent review, concluded that they are unable to recommend either acceptance or rejection of the offer to shareholders. The delisting acquisition offer is not subject to any completion conditions and can therefore proceed regardless of the level of acceptance. In accordance with the delisting agreement, Klöckner & Co applied to the Frankfurt Stock Exchange on July 29, 2026, for the revocation of the admission of its shares to trading. As a result, the delisting is expected to take effect immediately upon expiry of the acceptance period. The acceptance period is expected to end on August 12, 2026, at 24 hours (Frankfurt am Main local time).
The divestment of the Becker Group is proceeding as planned
The divestment of the Becker Group is proceeding as planned. As early as January 2026, following a comprehensive analysis and evaluation of possible strategic options for the Becker Group, the Management Board of Klöckner & Co had announced its intention to divest the business in order to focus even stronger on profitable growth in higher value-added products and services, in line with the Company’s strategy.
Outlook
Despite the continuing challenging macroeconomic environment marked by heightened geopolitical uncertainties, particularly as a result of the ongoing conflict in the Middle East, Klöckner & Co generated EBITDA before material special effects of €109 million during the reporting period. For the full year 2026, the company now expects a slight decline in shipments, while the sales volume is expected to rise slightly, driven by higher average prices. Furthermore, the forecast for EBITDA before material special effects has been specified to a range of €170 million to €250 million. Klöckner & Co also expects cash flow from operating activities for the full year 2026 to remain positive, although it is now projected to fall below the prior-year level due to the higher tied-up net working capital funds as a result of price increases.
About Klöckner & Co:
Klöckner & Co is now one of the largest producer-independent steel and metal processors and one of the leading service center companies. With its distribution and service network of around 110 warehouse and processing locations, primarily in North America and the “DACH” region (Germany, Austria and Switzerland), Klöckner & Co supplies more than 60,000 customers. Currently, the Group has more than 6,000 employees. Klöckner & Co had sales of some €6.4 billion in fiscal year 2025. By consistently implementing its corporate strategy, Klöckner & Co strives to become one of the leading service center and metal processing companies in North America and Europe. The focus is on continued targeted expansion of the service center and higher value-added business, diversification of the product and service portfolio as well as integration of additional CO2-reduced solutions under the Nexigen® umbrella brand.
The shares of Klöckner & Co SE are admitted to trading on the regulated market segment (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with further post-admission obligations (Prime Standard). Klöckner & Co shares are listed in the SDAX® index of Deutsche Börse.
ISIN: DE000KC01000; WKN: KC0100
ISIN: DE000KC11116; WKN: KC1111
Kontron AG: All conditions of the mandatory tender offer of Ennoconn Corporation are met – Settlement will take place shortly
Linz, Austria, August 10, 2026 – Kontron AG, a global leader in IoT technology, announces that all terms and conditions of the offer have been met and that the Foreign Direct Investment (FDI) has already been cleared in Germany. According to Ennoconn Corporation, the closing of the offer will take place on August 20, 2026.
There has been no material shift in the shares offered. At the settlement, Ennoconn holds 48.36% of the shares in Kontron AG in accordance with the shareholding notification and will not hold a majority of the voting rights after the completion of the offer. Ennoconn does not plan to further expand its shareholding in Kontron AG.
Kontron will remain independent. The existing management will continue to pursue the course of technological leadership and the expansion of the Software and Solutions segment. To this end, it is also planned to push ahead with the cooperation with Foxconn/Ennoconn and thus achieve EUR 40 million in synergies in the medium term.
There has been no material shift in the shares offered. At the settlement, Ennoconn holds 48.36% of the shares in Kontron AG in accordance with the shareholding notification and will not hold a majority of the voting rights after the completion of the offer. Ennoconn does not plan to further expand its shareholding in Kontron AG.
Kontron will remain independent. The existing management will continue to pursue the course of technological leadership and the expansion of the Software and Solutions segment. To this end, it is also planned to push ahead with the cooperation with Foxconn/Ennoconn and thus achieve EUR 40 million in synergies in the medium term.
22 July 2026
Klöckner & Co SE: Management Board and Supervisory Board publish response statement on Worthington Steel's delisting acquisition offer
Corporate News
- Delisting acquisition offer contains no completion conditions; delisting is expected to take effect immediately upon expiry of the acceptance period
- Following completion of the delisting, the tradability of Klöckner & Co shares will likely be significantly restricted
- Acceptance period for the delisting acquisition offer is expected to close on August 12, 2026
Düsseldorf (Germany), July 22, 2026 – The Management Board and Supervisory Board of Klöckner & Co SE ("Klöckner & Co") have today published their joint response statement on the delisting acquisition offer by Worthington Steel GmbH, a wholly-owned subsidiary of Worthington Steel, Inc. (together "Worthington Steel"). Following careful review of the offer document, both boards have independently concluded that they are unable to recommend either acceptance or rejection of the offer to shareholders.
Strategic partnership and delisting in the Company's best interest: Klöckner & Co and Worthington Steel aligned on the path forward
The Management Board and Supervisory Board acknowledge that the delisting acquisition offer forms part of a broader strategy aimed at integrating Worthington Steel and Klöckner & Co. The delisting will allow a simplification of structures and will give Klöckner & Co greater strategic flexibility going forward. Together, the two companies intend to focus on expanding their market presence in Europe and North America, with a particular emphasis on growing the higher value-added products and services business.
Both boards view Worthington Steel's stated intentions regarding the future operations of Klöckner & Co, as set out in the offer document, as broadly positive.
Accordingly, following careful and independent consideration, the Management Board and Supervisory Board have each concluded that the delisting is in the best interests of Klöckner & Co.
Delisting acquisition offer contains no completion conditions
The delisting acquisition offer is not subject to any completion conditions and can therefore proceed regardless of the level of acceptance. Under the terms of the delisting agreement, Klöckner & Co will submit its application for revocation of stock exchange admission no later than seven business days before the end of the acceptance period. As a result, the delisting is expected to take effect immediately upon expiry of the acceptance period.
Both boards wish to draw particular attention to the consequences for shareholders who neither accept the offer nor sell their shares on the open market. Once the delisting becomes effective, Klöckner & Co shares will no longer be traded on the regulated market (Prime Standard) of the Frankfurt Stock Exchange. As disclosed in the voting rights notification, Worthington Steel already holds approximately 62% of Klöckner & Co shares, and liquidity in the stock is therefore already materially reduced. Following the delisting, key transparency and disclosure obligations will also fall away. Shareholders intending to hold their shares over the longer term should carefully weigh these liquidity and information risks when making their decision.
Worthington Steel also announced on March 27, 2026, its intention to enter into a domination and profit and loss transfer agreement with Klöckner & Co. Should such an agreement be concluded, shareholders would have the right to sell their shares to the offer or in exchange for cash compensation. The level of any such compensation has not yet been determined; it could be higher or lower than the current offer consideration and will be reviewed by an independent, court-appointed auditor.
Acceptance period closes on August 12, 2026
Worthington Steel published the offer document on July 15, 2026. The acceptance period is expected to close on August 12, 2026, at midnight (Frankfurt am Main local time). Klöckner & Co shareholders may accept the delisting acquisition offer at a price of €11.00 per share through their custodian bank and tender their shares into the offer. The delisting offer document published by Worthington Steel, together with further information, is available at www.strong-for-good.com. The joint response statement of the Management Board and Supervisory Board is available on the Klöckner & Co website and may be obtained free of charge from Klöckner & Co, Investor Relations, Peter-Müller-Strasse 24, 40468 Düsseldorf.
Important information
The decision to accept or not to accept the delisting acquisition offer should be made by each Klöckner & Co shareholder himself, taking into account the overall circumstances, his individual circumstances, the possible illiquidity of the Klöckner & Co shares following the delisting and his personal assessments of the future development of the value and market price of the Klöckner & Co shares, as well as any future structural measures (including a possible domination and profit and loss transfer agreement or, possibly, a squeeze-out).
This press release does not constitute a supplement, explanation or summary of the joint response statement of the Management Board and the Supervisory Board pursuant to Section 27 of the WpÜG. Shareholders are advised to read the offer document, the response statement and all other announcements in connection with the delisting acquisition offer in full before deciding whether or not to accept the delisting acquisition offer. The terms and conditions and other provisions relating to the delisting acquisition offer can be found in the offer document.
This press release is for informational purposes only and does not constitute a solicitation of an offer to sell or an offer to buy securities of Klöckner & Co.
To the extent that forward-looking statements are contained in this document, they are not statements of fact and are identified by the words "will", "expect", "believe", "estimate", "intend", "seek", "anticipate" and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of Klöckner & Co. Forward-looking statements are subject to risks and uncertainties that are usually difficult to predict and are usually beyond the control of Klöckner & Co. These expectations and forward-looking statements may prove to be inaccurate, and actual developments may differ materially from forward-looking statements. Klöckner & Co assumes no obligation to update forward-looking statements with regard to actual developments or events, conditions, assumptions or other factors.
About Klöckner & Co:
Klöckner & Co is now one of the largest producer-independent steel and metal processors and one of the leading service center companies. With its distribution and service network of around 110 warehouse and processing locations, primarily in North America and the “DACH” region (Germany, Austria and Switzerland), Klöckner & Co supplies more than 60,000 customers. Currently, the Group has more than 6,000 employees. Klöckner & Co had sales of some €6.4 billion in fiscal year 2025. By consistently implementing its corporate strategy, Klöckner & Co strives to become one of the leading service center and metal processing companies in North America and Europe. The focus is on continued targeted expansion of the service center and higher value-added business, diversification of the product and service portfolio as well as integration of additional CO2-reduced solutions under the Nexigen® umbrella brand.
The shares of Klöckner & Co SE are admitted to trading on the regulated market segment (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with further post-admission obligations (Prime Standard). Klöckner & Co shares are listed in the SDAX® index of Deutsche Börse.
ISIN: DE000KC01000; WKN: KC0100
ISIN: DE000KC11116; WKN: KC1111
21 July 2026
Hamburger Hafen und Logistik Aktiengesellschaft: HHLA lowers expectations for the 2026 financial year
Publication of insider information in accordance with Art. 17 of the Market Abuse Regulation
Hamburg, 20 July 2026 | Based on the business development to date and updated estimates for the further development of the 2026 financial year, the Executive Board of Hamburger Hafen und Logistik AG (HHLA) today decided to adjust the outlook for the current financial year.
The extensive modernisation measures to automate the Hamburg container terminals together with comprehensive infrastructure measures relating to the rail network have had a greater impact on operations than originally expected. As a result, the throughput and transport volumes have fallen short of the original assumptions. At the same time, the challenging macroeconomic environment and ongoing geopolitical uncertainties have weighed on the business development. Furthermore, in light of recent developments, it is no longer expected that HHLA will be able to fully offset the impact of the winter weather at the beginning of the year during the remainder of the financial year. Against this backdrop, the Executive Board expects a lower revenue and earnings development for the 2026 financial year than previously forecast.
Hamburg, 20 July 2026 | Based on the business development to date and updated estimates for the further development of the 2026 financial year, the Executive Board of Hamburger Hafen und Logistik AG (HHLA) today decided to adjust the outlook for the current financial year.
The extensive modernisation measures to automate the Hamburg container terminals together with comprehensive infrastructure measures relating to the rail network have had a greater impact on operations than originally expected. As a result, the throughput and transport volumes have fallen short of the original assumptions. At the same time, the challenging macroeconomic environment and ongoing geopolitical uncertainties have weighed on the business development. Furthermore, in light of recent developments, it is no longer expected that HHLA will be able to fully offset the impact of the winter weather at the beginning of the year during the remainder of the financial year. Against this backdrop, the Executive Board expects a lower revenue and earnings development for the 2026 financial year than previously forecast.
For the Port Logistics subgroup, a slight decrease is now expected year-on-year in container throughput (previously: significant increase). For container transport, a slight rise compared to the prior year is now expected (previously: strong rise).
For revenue, a significant year-on-year increase is expected (previously: strong increase). The forecast for the operating result (EBIT) has been adjusted due to the reasons outlined above and now ranges from € 135 and 155 million (previously: between € 160 and 180 million).
For the Real Estate subgroup, revenue is still expected to remain at the prior-year level, while a significant decrease is forecast for operating result (EBIT).
Accordingly, at Group level, a significant increase in revenue is now expected (previously: strong increase). The forecast operating result (EBIT) has also been adjusted as a result of the changed assumptions and is now within a range between € 150 and 170 million (previously: between € 175 and 195 million).
For revenue, a significant year-on-year increase is expected (previously: strong increase). The forecast for the operating result (EBIT) has been adjusted due to the reasons outlined above and now ranges from € 135 and 155 million (previously: between € 160 and 180 million).
For the Real Estate subgroup, revenue is still expected to remain at the prior-year level, while a significant decrease is forecast for operating result (EBIT).
Accordingly, at Group level, a significant increase in revenue is now expected (previously: strong increase). The forecast operating result (EBIT) has also been adjusted as a result of the changed assumptions and is now within a range between € 150 and 170 million (previously: between € 175 and 195 million).
08 July 2026
Commerzbank Aktiengesellschaft: Acceptance period for UniCredit’s offer concluded – Commerzbank remains focused on creating value for all stakeholders
- Low acceptance rate among institutional and retail investors
- Commerzbank remains open to constructive dialogue with UniCredit
- Focus remains on implementing successful “Momentum 2030” strategy
Commerzbank AG has taken note of the final tender results of UniCredit S.p.A.’s takeover offer published today. In total, 17.60% of shares were tendered by the end of the additional acceptance period on 3 July 2026. The transfer of tendered shares and the associated voting rights to UniCredit remains subject to the required regulatory approvals.
Based on information on the shareholder structure that Commerzbank continuously collects as issuer from custodian banks, the total number of shares tendered by institutional and retail investors amounts to less than 2%. The tendered shares originate predominantly from banks and parties connected to UniCredit. The low acceptance rate among independent shareholders is clear evidence of the low attractiveness of the offer. In this context, Commerzbank notes that shares held directly by UniCredit, reported derivative positions, and tendered shares should not be interpreted as one aggregated overall position. It also remains unclear to what extent borrowed shares were tendered and which hedging arrangements were entered into in this context.
“We have taken note of the results of the takeover offer. We will continue to focus on the interests of our clients, employees, and shareholders. Next to UniCredit, the latter include the German government and all our minority shareholders. As a leading financing partner for the German Mittelstand and as a bank serving more than 10 million private customers, we carry great responsibility, including towards the German economy. We will continue to fulfil this responsibility,” said Bettina Orlopp, CEO of Commerzbank.
Jens Weidmann, Chairman of the Supervisory Board of Commerzbank AG, emphasised: “Stability and reliability remain essential for the Bank’s business and its client relationships. The Supervisory Board and the Board of Managing Directors remain bound to act in the best interests of Commerzbank and to protect the interests of all its stakeholders, including clients, employees, and shareholders.”
As stated before, the Supervisory Board and the Board of Managing Directors of Commerzbank remain open to a constructive dialogue with UniCredit. This has not changed. In Commerzbank’s view, realising synergies from a combination to a meaningful extent and within a reasonable timeframe is only realistic through a consensual solution that involves the Bank’s management, employees, and their representatives, as well as the German federal government as second-largest shareholder.
As stated before, the Supervisory Board and the Board of Managing Directors of Commerzbank remain open to a constructive dialogue with UniCredit. This has not changed. In Commerzbank’s view, realising synergies from a combination to a meaningful extent and within a reasonable timeframe is only realistic through a consensual solution that involves the Bank’s management, employees, and their representatives, as well as the German federal government as second-largest shareholder.
At the same time, the Bank continues to pursue a clear path of growth and transformation, delivering sustainable value creation with its “Momentum 2030” strategy. Since the strategy was launched in February 2025, the share price has doubled, while the 2025 financial year marked a record year in Commerzbank’s 156-year history.
Commerzbank confirms its outlook for the 2026 financial year as well as its ambitious targets through 2030. On 6 August 2026, the Bank will publish its results for the second quarter of 2026.
- Commerzbank remains open to constructive dialogue with UniCredit
- Focus remains on implementing successful “Momentum 2030” strategy
Commerzbank AG has taken note of the final tender results of UniCredit S.p.A.’s takeover offer published today. In total, 17.60% of shares were tendered by the end of the additional acceptance period on 3 July 2026. The transfer of tendered shares and the associated voting rights to UniCredit remains subject to the required regulatory approvals.
Based on information on the shareholder structure that Commerzbank continuously collects as issuer from custodian banks, the total number of shares tendered by institutional and retail investors amounts to less than 2%. The tendered shares originate predominantly from banks and parties connected to UniCredit. The low acceptance rate among independent shareholders is clear evidence of the low attractiveness of the offer. In this context, Commerzbank notes that shares held directly by UniCredit, reported derivative positions, and tendered shares should not be interpreted as one aggregated overall position. It also remains unclear to what extent borrowed shares were tendered and which hedging arrangements were entered into in this context.
“We have taken note of the results of the takeover offer. We will continue to focus on the interests of our clients, employees, and shareholders. Next to UniCredit, the latter include the German government and all our minority shareholders. As a leading financing partner for the German Mittelstand and as a bank serving more than 10 million private customers, we carry great responsibility, including towards the German economy. We will continue to fulfil this responsibility,” said Bettina Orlopp, CEO of Commerzbank.
Jens Weidmann, Chairman of the Supervisory Board of Commerzbank AG, emphasised: “Stability and reliability remain essential for the Bank’s business and its client relationships. The Supervisory Board and the Board of Managing Directors remain bound to act in the best interests of Commerzbank and to protect the interests of all its stakeholders, including clients, employees, and shareholders.”
As stated before, the Supervisory Board and the Board of Managing Directors of Commerzbank remain open to a constructive dialogue with UniCredit. This has not changed. In Commerzbank’s view, realising synergies from a combination to a meaningful extent and within a reasonable timeframe is only realistic through a consensual solution that involves the Bank’s management, employees, and their representatives, as well as the German federal government as second-largest shareholder.
As stated before, the Supervisory Board and the Board of Managing Directors of Commerzbank remain open to a constructive dialogue with UniCredit. This has not changed. In Commerzbank’s view, realising synergies from a combination to a meaningful extent and within a reasonable timeframe is only realistic through a consensual solution that involves the Bank’s management, employees, and their representatives, as well as the German federal government as second-largest shareholder.
At the same time, the Bank continues to pursue a clear path of growth and transformation, delivering sustainable value creation with its “Momentum 2030” strategy. Since the strategy was launched in February 2025, the share price has doubled, while the 2025 financial year marked a record year in Commerzbank’s 156-year history.
Commerzbank confirms its outlook for the 2026 financial year as well as its ambitious targets through 2030. On 6 August 2026, the Bank will publish its results for the second quarter of 2026.
04 July 2026
Shift4 Increases Shareholding in Vectron Systems AG to Over 95%
Corporate News
Vectron Systems AG announces that its major shareholder, Arrow HoldCo GmbH, which is wholly owned by the U.S.-based Shift4 Payments, Inc. (NYSE: FOUR), has further increased its stake in the share capital of Vectron Systems AG. Following recent share purchases, Arrow HoldCo GmbH now holds more than 95% of the shares of Vectron Systems AG. Arrow HoldCo GmbH has informed Vectron Systems AG that it intends to carry out a squeeze-out under German stock corporation law in accordance with Sections 327a et seq. AktG and intends to shortly submit a transfer request pursuant to § 327a (1), sentence 1, AktG in order to effect the transfer of the minority shareholders’ shares to itself in exchange for an appropriate cash settlement.
Vectron Systems AG announces that its major shareholder, Arrow HoldCo GmbH, which is wholly owned by the U.S.-based Shift4 Payments, Inc. (NYSE: FOUR), has further increased its stake in the share capital of Vectron Systems AG. Following recent share purchases, Arrow HoldCo GmbH now holds more than 95% of the shares of Vectron Systems AG. Arrow HoldCo GmbH has informed Vectron Systems AG that it intends to carry out a squeeze-out under German stock corporation law in accordance with Sections 327a et seq. AktG and intends to shortly submit a transfer request pursuant to § 327a (1), sentence 1, AktG in order to effect the transfer of the minority shareholders’ shares to itself in exchange for an appropriate cash settlement.
Subscribe to:
Posts (Atom)