Second Issue of "Spruchverfahren aktuell" (SpruchZ) published

http://www.slideshare.net/SpruchZ/spruchverfahren-aktuell-spruchz-nr-22012

Spruchverfahren aktuell (SpruchZ) Nr. 2/2012 from SpruchZ

Derby Cycle AG: Squeeze out resolution entered into Commercial Register

Transfer of minority shareholders' shares against payment of adequate cash compensation comes into effect

 

ad-hoc disclosure pursuant to section 15 of the WpHG

 

Cloppenburg, 28 December 2012 - Today, the resolution to transfer the minority shareholders' shares to the principal shareholder against the payment of adequate cash compensation which had been resolved by the shareholders' meeting on 23 November 2012 was entered into the Commercial Register at the Local Court in Oldenburg. Therewith, the squeeze out resolution has become effective and the minority shareholders' shares were transferred to the principal shareholder against payment of adequate cash compensation which had been set at EUR 31.56 per no-par value share by the principal shareholder Pon Holding Germany GmbH. From now on Pon Holding Germany GmbH is the sole shareholder of Derby Cycle AG.

Derby Cycle AG intends to apply for revocation of the admission of the shares of Derby Cycle AG to the regulated market (regulierter Markt) and the regulated market sub-segment with additional post-admission listing obligations (Prime Standard) of the Frankfurt Stock Exchange today. The Frankfurt Stock Exchange will decide on a suspension of trading until the admission is revoked. The delisting of the shares of the Derby Cycle AG is expected to be effected shortly.

AIRE GmbH & Co. KGaA: Substantiation of the request for the exclusion of minority shareholders and determination of cash compensation

ad-hoc disclosure pursuant to section 15 of the WpHG of 7 November 2012

AIG Century GmbH & Co. KGaA with seat in Frankfurt am Main, which holds approx. 93.79% of the shares in AIRE GmbH & Co. KGaA, has informed AIRE GmbH & Co. KGaA on 17 September 2012 that it requests in connection with an intended merger under the German Transformation Act (Umwandlungsgesetz) of AIRE GmbH & Co. KGaA as transferring entity into AIG Century GmbH & Co. KGaA as surviving entity that the shareholders' meeting of AIRE GmbH & Co. KGaA shall resolve upon the transfer of shares of the minority shareholders against adequate cash compensation. The merger agreement between AIG Century GmbH & Co. KGaA and AIRE GmbH & Co. KGaA shall be concluded in notarized form on 9 November 2012.

AIG Century GmbH & Co. KGaA substantiated and confirmed this request today. With letter as of today's date it addressed the request to AIRE GmbH & Co. KGaA that in connection with an intended merger under the German Transformation Act (Umwandlungsgesetz) of AIRE GmbH & Co. KGaA as transferring entity into AIG Century GmbH & Co. KGaA as surviving entity the shareholders' meeting of AIRE GmbH & Co. KGaA shall resolve upon the transfer of shares of the minority shareholders to AIG Century GmbH & Co. KGaA against cash compensation in the amount of EUR 19.75 for each no-par-value share of AIRE GmbH & Co. KGaA.

Further inquiry note:
Ulrich W. Reinholdt
Tel.: +49 (0)69 97 11 32 25
Email: ulrich.reinholdt@aig.com

First issue of "Spruchverfahren aktuell" (SpruchZ) published

Spruchverfahren aktuell (SpruchZ) Nr. 1 / 2012 from SpruchZ

SCA Hygiene Products SE: Submission of squeeze-out request by SCA Group Holding B.V.

Ad hoc announcement according to § 15 WpHG

Today, SCA Group Holding B.V., Amsterdam/The Netherlands, has submitted to the management board of SCA Hygiene Products SE a request pursuant to section 327a of the German Stock Corporation Act (Aktiengesetz) that general meeting of SCA Hygiene Products SE shall resolve on the transfer of the shares of the minority shareholders to SCA Group Holding B.V. against adequate cash compensation.

 

SCA Group Holding B.V. directly holds 6,851,067 no-par-value shares and thus 96,6% of the registered share capital of the company.

Munich, 21 November 2012
SCA Hygiene Products SE
Management Board

TAG Immobilien AG: Squeeze-out at Bau-Verein zu Hamburg AG successfully completed - TAG Immobilien AG now owns 100 percent of shares

(Hamburg, 9 November 2012) - TAG Immobilien AG ('TAG' in the following) had initiated a 'squeeze-out' process to eliminate minority shareholders at Bau-Verein zu Hamburg Aktien-Gesellschaft (WKN 517900, ISIN DE0005179006) ('Bau-Verein' in the following) in accordance with §§ 327a ff AktG. The Annual General Meeting of Bau-Verein on 29 August 2012 ratified the squeeze-out of minority shareholders for a cash settlement of EUR 4.55 per share. The squeeze-out procedure was successfully concluded with the entry of this resolution in the commercial register on 9 November 2012, and Bau-Verein is now a wholly owned subsidiary of TAG Immobilien AG. Further to this procedure, Bau-Verein shares will be delisted from the Frankfurt Stock Exchange and the Hanseatic Stock Exchange in Hamburg.

Rolf Elgeti, CEO of TAG, comments: 'We are pleased at the successful conclusion of the procedure. This further simplifies TAG's structure and increases transparency for our shareholders. At the same time, we save the considerable costs of listing Bau-Verein.'

Press enquiries:
TAG Immobilien AG
Investor & Public Relations
Britta Wöhner / Dominique Mann
Phone +49 40 380 32 0
Fax +49 40 380 32 390
pr@tag-ag.com

Graphit Kropfmühl AG: Commercial register registers squeeze-out and merger

Ad hoc announcement according to § 15 WpHG

Kropfmühl, Germany, October 19, 2012 --- On October 17th 2012 the commercial register of the local court Munich filed the note regarding the resolution of the annual general meeting of Graphit Kropfmühl Aktiengesellschaft from August 27th 2012 to transfer the shares of the minority shareholders of Graphit Kropfmühl Aktiengesellschaft in connection with a merger of Graphit Kropfmühl Aktiengesellschaft into AMG Mining AG in return for adequate cash compensation in the amount of EUR 31,92 per share and the merger of Graphit Kropfmühl Aktiengesellschaft into AMG Mining AG in the commercial register of the company.

Today the merger of Graphit Kropfmühl Aktiengesellschaft into the major shareholder became effective via the registration in the commercial register of AMG Mining AG. Therefore Graphit Kropfmühl Aktiengesellschaft ceased to exist. Name and trademark are retained via the wholly owned subsidiary GK Graphit Kropfmühl GmbH. The resolution of the annual general meeting from August 27th 2012 regarding the transfer of the shares held by the minority shareholders to the majority shareholder in return for a cash compensation in the amount of EUR 31,92 per share in accordance with § 62 subsection 5 of the German Transformation Act (Umwandlungsgesetz) in connection with § 327a et seq. of the German Stock Companies Act (Aktiengesetz) came into effect simultaneously with this registration in the commercial register. For this reason all shares of the minority shareholders of Graphit Kropfmühl Aktiengesellschaft have been transferred to the major shareholder at the same time.

The trading in shares of Graphit Kropfmühl Aktiengesellschaft will be suspended shortly. Stock exchange dealings taking place in the meantime are only trading in cash compensation claims of the minority shareholders. Details regarding the settlement of the cash compensation will be published separately by AMG Mining AG.

About the Company
Graphit Kropfmühl AG specialises in the production of silicon-metal and is a leading global provider of refined natural graphite with sites in Europe, Asia and Africa. The Company, which is listed in the Prime Standard (ISIN: DE0005896005), offers its customers silicon-metal and graphite for a wide range of different applications. Silicon-metal is employed in the chemicals, aluminium, semi-conductor and solar cell industries. High quality graphite is used in products such as lubricants, carbon brushes in electrical motors and in the chemicals industries for insulation and energy saving solutions.

Comarch Software und Beratung AG: Entering of the Squeeze-out Resolution in the Trade Register

On August 13, 2012, the General Meeting of Comarch und Beratung AG has decided, amongst others, the transfer of the shares of the minority shareholders of Comarch Software und Beratung AG to the main shareholder Comarch AG with its seat in Dresden against granting of a suitable cash compensation according to Sections 327a et seq. AktG.

The transfer resolution has been entered in the trade register of Comarch Software Software und Beratung AG at the District Court Munich (HRB 111531) on October 1, 2012.

Upon entering the transfer resolution in the trade register, by operation of law all shares of the minority shareholders have passed to Comarch AG with its seat in Dresden against granting of the cash compensation in the amount of EUR 2.95 per share. Hence, the listing of the shares of Comarch Software und Beratung AG at the stock exchange will probably be terminated shortly. The stock exchange trading still taking place until then is merely trading in the minority shareholders' claims to the cash compensation.

Further information:
Lukasz Wasek, Investor Relations,
Comarch Software und Beratung AG,
Messerschmittstr. 4, 80992 München

net mobile AG: Squeeze out request to Bankverein Werther Aktiengesellschaft submitted

net mobile AG by now holds shares in the amount of 95.16% of the registered share capital of Bankverein Werther Aktiengesellschaft, after the takeover of Bankverein Werther Aktiengesellschaft, based in Werther, in 2011. Today net mobile AG has sent a request pursuant to Sec. 327a para. 1 AktG (German Stock Corporation Act) to the management board of Bankverein Werther Aktiengesellschaft, to let the General Meeting of Bankverein Werther Aktiengesellschaft resolve the transfer of the minority shareholders' shares to net mobile AG as principle shareholder against payment of an appropriate cash compensation. The amount of the appropriate cash compensation payable by net mobile AG to the minority shareholders of Bankverein Werther Aktiengesellschaft will be determined, inter alia, through a business valuation of Bankverein Werther Aktiengesellschaft and will be determined by net mobile AG in due course.

Düsseldorf, July 20th 2012

net mobile AG
The Management Board

Graphit Kropfmühl AG: AMG Mining AG substantiates squeeze-out request and determines the cash compensation for the squeeze-out at EUR 31.92 per share

Kropfmühl, 10 July 2012 - AMG Mining AG with registered seat in Munich, which owns approximately 93.59 % of the share capital and the shares in Graphit Kropfmühl AG, informed the management board of Graphit Kropfmühl AG (Deutsche Börse: 'GKR') on 1 June 2012 on AMG Mining AG's request to have the general meeting of Graphit Kropfmühl AG resolve on a transfer of the shares of the minority shareholders against payment of an adequate cash compensation in connection with the intended merger of Graphit Kropfmühl AG into AMG Mining AG. AMG Mining AG and Graphit Kropfmühl AG have entered into a notarial merger agreement on 5 July 2012.

Today AMG Mining AG has confirmed and substantiated this request. Pursuant to a letter dated today AMG Mining AG has requested the management board of Graphit Kropfmühl AG to have the general meeting of Graphit Kropfmühl AG resolve on a transfer of the shares of the minority shareholders to AMG Mining AG in connection with the merger of Graphit Kropfmühl AG into AMG Mining AG against payment of a cash compensation in an amount of EUR 31.92 per share in Graphit Kropfmühl AG.

Information on the company
Graphit Kropfmühl AG is a specialist in the production of silicon-metal and a globally leading supplier of refined natural graphite, with locations in Europe, Asia and Africa. The company, which is listed in the Prime Standard (ISIN: DE0005896005), provides its customers with silicon-metal and graphite solutions for the most versatile applications. Silicon-metal is used in the chemical, aluminium, semiconductor and solar cell industries. High-quality graphite among other things is used in lubricants, carbon brushes for electric motors, and in the chemical industry, for example for
thermal insulation and energy saving programs.

TDS Informationstechnologie AG: squeeze-out resolution entered into commercial register

Ad hoc announcement according to § 15 WpHG

Neckarsulm, Germany, 22 June 2012. On 18 April 2012, an extraordinary general meeting of TDS  Informationstechnologie Aktiengesellschaft (TDS AG) shareholders passed a resolution approving the transfer of shares held by TDS  AG minority shareholders to Fujitsu Services Overseas Holdings Limited, headquartered in London, UK (majority shareholder), in exchange for appropriate cash compensation of EUR4.32 per share. This resolution was entered into the commercial register at Stuttgart Court on 22 June 2012. As a result, all shares held by TDS  AG minority shareholders have now been transferred by law to Fujitsu Services Overseas Holdings Limited. TDS AG shares will be delisted in the near future.

Amendment of the Business Combination Agreement with Derby Cycle AG and announcement of intended Squeeze-out of minority shareholders of Derby Cycle AG

Almere, the Netherlands / Kerpen, Germany - Derby Cycle AG (ISIN DE000A1H6HN1), Pon Holdings B.V. and Pon Holding Germany GmbH (Pon Holdings B.V. and Pon Holding Germany GmbH together "Pon") amended on 28 May 2012 the Business Combination Agreement dated 21 September 2011 ("BCA") and mutually waived the lock-up period set out therein which prohibited inter alia the implementation of squeeze-out procedures and a subsequent delisting of Derby Cycle AG until 21 March 2013. The amendment of the BCA was published by Derby Cycle AG via an ad hoc release on 28 May 2012.

Pon Holding Germany GmbH purchased today further Derby Cycle-shares and will as a result hold over 95% of Derby Cycle AG's share capital. Once Pon Holding Germany GmbH's depositary bank has confirmed this increased shareholding, which is expected in the course of today, Pon Holding Germany GmbH will immediately submit a formal squeeze-out request to Derby Cycle AG in accordance with section 327a German Stock Corporation Act.

Pon Holding Germany GmbH intends to effect a Squeeze-out as soon as possible. Subsequently after the amendment of the BCA and the respective ad hoc announcement by Derby Cycle AG, Pon Holding Germany GmbH has purchased further Derby Cycle AG shares from A/M/S GmbH at a purchase price of EUR 28,00 per share and both parties have instructed their depositary banks to transfer the purchased shares to Pon Holding Germany GmbH. Such share transfer will take place in the course of today. As a result, Pon Holding Germany GmbH will then hold more than 95% of Derby Cycle AG's share capital. Once Pon Holding Germany GmbH's depositary bank has confirmed the receipt of the respective additional Derby Cycle-shares on Pon Holding Germany GmbH's depositary account, which is expected in the course of today, Pon Holding Germany GmbH will immediately submit to Derby Cycle AG a squeeze-out-request in accordance with section 327a German Stock Corporation Act.

Utimaco Safeware AG: Cash Compensation for Squeeze-Out fixed at EUR 16,00 per share by Sophos Holdings GmbH

Ad-hoc announcement of 18 May 2012 Sophos Holdings GmbH with its registered seat in Wiesbaden (HRB 25901) has today informed the Management Board (Vorstand) of Utimaco Safeware AG in confirmation and concretion of the request dated 14 February 2012 pursuant to Sec. 327a (1) Sentence 1 German Stock Corporation Act (AktG) that the cash compensation for the transfer of shares from other shareholders (minority shareholders) of Utimaco Safeware AG to Sophos Holdings GmbH as the majority shareholder (Hauptaktionär) according to Sec. 327a et sqq German Stock Corporation Act (squeeze-out) has been fixed at EUR 16,00 per non-par value bearer share. The resolution on the squeeze-out of the minority shareholders shall be passed in the next annual general meeting of Utimaco Safeware AG, which shall take place on 3 July 2012. Utimaco Safeware AG The Management Board issuer: Utimaco Safeware AG, Germanusstraße 4, 52080 Aachen telephone: +49 241 1696 100 fax: +49 241 1696 199 e-mail: investorrelations@utimaco.de internet: www.utimaco.de ISIN: DE0007572406, WKN: 757 240 stock exchange: Regulierter Markt in Frankfurt am Main (General Standard) Reuters: UTIG.DE Bloomberg: USA

SHIGO ASIA AG: Squeeze-out request by Crown Eminence Investment Limited

Hamburg, May 11, 2012. Crown Eminence Investment Limited with its registered seat in Hong Kong today has submitted to the management board of SHIGO ASIA AG (ISIN: DE000A0S9NM3) its request pursuant to Section 327a para. 1 sentence 1 of the German Stock Corporation Act (Aktiengesetz) that the shareholder meeting of SHIGO ASIA AG resolve on the transfer of all shares in SHIGO ASIA AG held by other shareholders to Crown Eminence Investment Limited against adequate cash compensation. Crown Eminence Investment Limited directly holds shares in SHIGO ASIA AG representing approx. 96,34% of its share capital. The shareholder resolution shall be taken, in a timely manner, at a shareholder meeting of SHIGO ASIA AG. Hamburg, May 11, 2012 SHIGO ASIA AG The Board

Comarch Software und Beratung AG: Request for Exclusion of Minority Shareholders (§ 327a et seq. of AktG; German Stock Corporation Act)

Ad hoc announcement of 10 April 2012 Comarch Aktiengesellschaft with headquarter in Dresden has informed today the Management Board of Comarch Software und Beratung AG that it directly holds 5.902.432 no-par shares of the Comarch Software und Beratung AG and, thus, has a total interest of 95,0002% per cent in the share capital of the Company. Furthermore, Comarch AG has directed to the Management Board of Comarch Software und Berratung AG the request under § 327a Paragraph 1 Sentence 1 of AktG to call the General Meeting about the transfer of the shares of the remaining shareholders (minority shareholders) to Comarch AG against a suitable cash settlement. Comarch Software und Beratung AG will take all measures necessary to carry out such proceedings of exclusion. In order to save costs, it is to be decided about the request for transfer of shares at the Annual General Meeting. The precise date of the Annual General Meeting will be announced shortly. For further information please contact: Lukasz Wasek, Investor Relations, Comarch Software und Beratung AG, Messerschmittstraße 4, 80992 Munich, Germany Phone: +49 (0) 89 143290; Fax: +49 (0) 89 14329-1114 E-mail: ir@comarch.de

Versatel AG: Squeeze-out registered in the Commercial Register

The commercial register of the Local Court (Amtsgericht) of
Berlin-Charlottenburg has registered the resolution of the General
Meeting of Versatel AG of 9 February 2012 on the transfer of the
shares of the other shareholders of Versatel AG (Minority
Shareholders) to VictorianFibre Holding GmbH, Düsseldorf, (Principal
Shareholder) in return for adequate cash compensation in the amount
of EUR 6.84 per share.

Upon registration of the resolution on the transfer of shares in the
commercial register, all shares of the Minority Shareholders of
Versatel AG have been transferred to VictorianFibre Holding GmbH by
operation of law.

The listing of the shares of Versatel AG will be terminated shortly.

Düsseldorf, 26 March 2012
The Management Board