Areal Immobilien und Beteiligungs AG :
Majority shareholder Thelen Group plans squeeze-out in 2015
http://spruchverfahren.blogspot.de/2014/12/areal-immobilien-und-beteiligungs-ag.html
24 December 2014
15 December 2014
Spruchverfahren-direkt.de ensures transparency in litigation worth billions
Press release of aktionaersforum service GmbH
A new internet forum wants to shed light on judicial review proceedings, thus strengthening the position of shareholders. Spruchverfahren-direkt offers a modern interactive platform for shareholders, companies and their advisors.
Largely unnoticed by the larger public, veritable battles frequently take place in German courts between the buyers of listed companies on the one hand and shareholder associations and investors on the other hand as the result of corporate takeovers. These almost always involve amounts in the millions and are often even in the billions. Such judicial review proceedings are complex court cases to examine compensation claims, as stipulated in the German Stock Corporation Act for the protection of shareholders in takeover situations. Around three-fourths of these judicial review proceedings conclude with increases in compensation payments by the courts. In some cases they are also resolved by a settlement, where the parties agree on an additional payment. One problem remains, however: there is a lack of transparency. During the litigation, which often takes several years, there has been no satisfactory flow of information for investors. In addition, the decision-making practice also differs considerably from court to court.
It often takes many years before the courts award additional compensation payments (plus interest) to the plaintiffs. This is a windfall for shareholders who have often already forgotten that they were once shareholders of a company that disappeared from the stock exchange or merged into a major corporation a long time ago.
It is often not worthwhile for smaller shareholders to take on the ordeal of such litigation. In such cases, the legislation provides for representation by a joint representative who fights in the judicial review proceedings on the side of shareholder associations such as DSW and SdK as well as large institutional investors such as family offices and hedge funds for appropriate compensation.
However, the judicial review proceedings are not only relevant for the shareholders of the acquired company but also for investors in the buying company. As a result of these proceedings, the buyer could have to make payments in the billions, and in most cases no provisions have been made for this.
More transparency and a contribution toward reducing the duration of proceedings
Under these circumstances, the new platform www.spruchverfahren-direkt.de wants to encourage transparency and offer the parties to the proceedings as well as interested investors a means of exchanging information and an opportunity for discussion. CEO Karsten Stumm, who coordinates the forum together with an internal team and with the support of external experts and is responsible for the content, says: "Our mission is to closely follow every judicial review proceeding pending in Germany." According to one of the goals of Spruchverfahren-direkt, in the medium term the duration of the proceedings may even fall as a result because the findings gained in individual cases could be utilized in other proceedings. Moreover, the openness of the forum could reduce the impact of factors leading to significant delays.
During the first half of 2015, investors, consultants and courts are to receive access to an extensive database via www.spruchverfahren-direkt.de that contains the detailed history of past judicial review proceedings. A fee will be charged in part for this access. However, this access will be free of charge for judges who are concerned with this matter. In addition, large international investors are to be provided with information and invited to become involved in the forum through regularly published electronic information services in English.
About Spruchverfahren-direkt.de
Spruchverfahren-direkt.de is an internet forum founded at the end of 2014 that addresses both institutional and private shareholders, companies and their advisors as an interactive platform for discussion and information exclusively dedicated to the topic of judicial review proceedings. www.spruchverfahren-direkt.de is supported by aktionaersforum Services GmbH, a subsidiary of the internet start-up aktionaersforum AG, which deals with the establishment of paid content forums and specialized newsletters.
A new internet forum wants to shed light on judicial review proceedings, thus strengthening the position of shareholders. Spruchverfahren-direkt offers a modern interactive platform for shareholders, companies and their advisors.
Largely unnoticed by the larger public, veritable battles frequently take place in German courts between the buyers of listed companies on the one hand and shareholder associations and investors on the other hand as the result of corporate takeovers. These almost always involve amounts in the millions and are often even in the billions. Such judicial review proceedings are complex court cases to examine compensation claims, as stipulated in the German Stock Corporation Act for the protection of shareholders in takeover situations. Around three-fourths of these judicial review proceedings conclude with increases in compensation payments by the courts. In some cases they are also resolved by a settlement, where the parties agree on an additional payment. One problem remains, however: there is a lack of transparency. During the litigation, which often takes several years, there has been no satisfactory flow of information for investors. In addition, the decision-making practice also differs considerably from court to court.
It often takes many years before the courts award additional compensation payments (plus interest) to the plaintiffs. This is a windfall for shareholders who have often already forgotten that they were once shareholders of a company that disappeared from the stock exchange or merged into a major corporation a long time ago.
It is often not worthwhile for smaller shareholders to take on the ordeal of such litigation. In such cases, the legislation provides for representation by a joint representative who fights in the judicial review proceedings on the side of shareholder associations such as DSW and SdK as well as large institutional investors such as family offices and hedge funds for appropriate compensation.
However, the judicial review proceedings are not only relevant for the shareholders of the acquired company but also for investors in the buying company. As a result of these proceedings, the buyer could have to make payments in the billions, and in most cases no provisions have been made for this.
More transparency and a contribution toward reducing the duration of proceedings
Under these circumstances, the new platform www.spruchverfahren-direkt.de wants to encourage transparency and offer the parties to the proceedings as well as interested investors a means of exchanging information and an opportunity for discussion. CEO Karsten Stumm, who coordinates the forum together with an internal team and with the support of external experts and is responsible for the content, says: "Our mission is to closely follow every judicial review proceeding pending in Germany." According to one of the goals of Spruchverfahren-direkt, in the medium term the duration of the proceedings may even fall as a result because the findings gained in individual cases could be utilized in other proceedings. Moreover, the openness of the forum could reduce the impact of factors leading to significant delays.
During the first half of 2015, investors, consultants and courts are to receive access to an extensive database via www.spruchverfahren-direkt.de that contains the detailed history of past judicial review proceedings. A fee will be charged in part for this access. However, this access will be free of charge for judges who are concerned with this matter. In addition, large international investors are to be provided with information and invited to become involved in the forum through regularly published electronic information services in English.
About Spruchverfahren-direkt.de
Spruchverfahren-direkt.de is an internet forum founded at the end of 2014 that addresses both institutional and private shareholders, companies and their advisors as an interactive platform for discussion and information exclusively dedicated to the topic of judicial review proceedings. www.spruchverfahren-direkt.de is supported by aktionaersforum Services GmbH, a subsidiary of the internet start-up aktionaersforum AG, which deals with the establishment of paid content forums and specialized newsletters.
02 December 2014
Celesio AG: McKesson and Celesio to operate as an integrated company – achieving important acquisition milestone
Press release of Celesio AG
- German court clears registration of domination and profit and loss transfer agreement.
- Marks a key milestone in the acquisition, allowing McKesson and Celesio to operate as an integrated company.
- McKesson and Celesio will come together to create value and deliver benefits for key stakeholders of both companies, including customers, manufacturing partners and employees.
- McKesson continues to expect annual synergies of $275 - $325 million by the fourth year following registration of the domination and profit and loss transfer agreement.
McKesson Corporation [NYSE: MCK] (“McKesson”), a leading North American healthcare services and information technology company, announced that the Stuttgart Higher Regional Court approved the registration of the domination and profit and loss transfer agreement between Celesio AG [ISIN DE000CLS1001] (“Celesio”), a leading international wholesale and retail company and provider of logistics and services to the pharmaceutical and healthcare sectors, and McKesson Deutschland GmbH & Co. KGaA (formerly known as Dragonfly GmbH & Co. KGaA), a wholly owned subsidiary of McKesson, earlier today. The agreement is expected to be formally registered shortly. The registration of the domination profit and loss transfer agreement marks a key milestone in the acquisition of Celesio, first announced on October 24, 2013, allowing McKesson and Celesio to operate as an integrated Company.
McKesson and Celesio serve approximately 120,000 pharmacy and hospital locations on a daily basis in the U.S., Canada, Europe and Brazil, including more than 12,000 pharmacies that are either owned or are part of a strategic banner or franchise network of community pharmacies.
Leadership Team
The operations of Celesio will be part of McKesson’s Distribution Solutions segment, led by Paul C. Julian, executive vice president and group president, McKesson Corporation. The operations of Celesio will continue to be led by its management board with Marc Owen as its chairman, overseen by the Celesio Supervisory Board. Upon registration of the domination and profit and loss transfer agreement, a newly formed Global Procurement team will lead the combined McKesson and Celesio strategy with our manufacturing partners across the globe.
“The corporate cultures of both McKesson and Celesio are based on integrity, accountability, respect, and excellence, with a commitment to always putting customers first,” said Marc Owen, Chairman of Celesio’s Management Board. “Both organizations have built strong customer relationships and have a deep understanding of their markets. Completing this important milestone enables us to align our organizations more closely in our common goal of creating additional value for our customers and manufacturing partners. And our employees will benefit from being part of an even stronger international company with tremendous leadership and growth opportunities.”
Financial Expectations
Stuttgart, 2 December 2014
- German court clears registration of domination and profit and loss transfer agreement.
- Marks a key milestone in the acquisition, allowing McKesson and Celesio to operate as an integrated company.
- McKesson and Celesio will come together to create value and deliver benefits for key stakeholders of both companies, including customers, manufacturing partners and employees.
- McKesson continues to expect annual synergies of $275 - $325 million by the fourth year following registration of the domination and profit and loss transfer agreement.
McKesson Corporation [NYSE: MCK] (“McKesson”), a leading North American healthcare services and information technology company, announced that the Stuttgart Higher Regional Court approved the registration of the domination and profit and loss transfer agreement between Celesio AG [ISIN DE000CLS1001] (“Celesio”), a leading international wholesale and retail company and provider of logistics and services to the pharmaceutical and healthcare sectors, and McKesson Deutschland GmbH & Co. KGaA (formerly known as Dragonfly GmbH & Co. KGaA), a wholly owned subsidiary of McKesson, earlier today. The agreement is expected to be formally registered shortly. The registration of the domination profit and loss transfer agreement marks a key milestone in the acquisition of Celesio, first announced on October 24, 2013, allowing McKesson and Celesio to operate as an integrated Company.
“Today’s announcement is an important milestone and clears the path for our
companies to operate in an integrated way, creating a global leader in
pharmaceutical purchasing and distribution. With the registration of the
domination and profit and loss transfer agreement, we will bring together the
strengths and expertise of our collective organizations to address the
opportunities and needs facing our customers and business partners around the
world,” said John H. Hammergren, chairman and chief executive officer, McKesson
Corporation.
“As the needs of the healthcare industry continue to evolve, broader global
reach, channel influence, and greater purchasing scale are increasingly
important. With complementary geographic footprints, shared values, and industry
expertise across multiple markets, we will now serve our customers as one of the
largest pharmaceutical wholesalers and providers of logistics and healthcare
services in the world. Together, we will continue to create value in the supply
chain and value for our shareholders,” added Hammergren.
Combined Company
With collectively over 360 years of operating experience, the combined group is expected to have annual revenues in excess of $170 billion, approximately 85,000 employees worldwide, and operations in more than 20 countries.
With collectively over 360 years of operating experience, the combined group is expected to have annual revenues in excess of $170 billion, approximately 85,000 employees worldwide, and operations in more than 20 countries.
“Today marks an important achievement in the history of our respective
organizations. Upon registration, we will begin working together to provide the
most advanced delivery of healthcare products and services to customers and
partners around the world. Our customers will benefit from increased supply
chain efficiency, enhanced global sourcing, and a broad array of innovative
product, technology and business solutions,” said Paul C. Julian, executive vice
president and group president, McKesson Corporation. “We remain committed to
supporting Celesio and its business leaders as they implement their strategy for
growth and we are delighted to achieve this important milestone which allows our
organizations to more closely align in the areas where we can deliver further
value for our customers and manufacturing partners.”
McKesson and Celesio serve approximately 120,000 pharmacy and hospital locations on a daily basis in the U.S., Canada, Europe and Brazil, including more than 12,000 pharmacies that are either owned or are part of a strategic banner or franchise network of community pharmacies.
Leadership Team
The operations of Celesio will be part of McKesson’s Distribution Solutions segment, led by Paul C. Julian, executive vice president and group president, McKesson Corporation. The operations of Celesio will continue to be led by its management board with Marc Owen as its chairman, overseen by the Celesio Supervisory Board. Upon registration of the domination and profit and loss transfer agreement, a newly formed Global Procurement team will lead the combined McKesson and Celesio strategy with our manufacturing partners across the globe.
“The corporate cultures of both McKesson and Celesio are based on integrity, accountability, respect, and excellence, with a commitment to always putting customers first,” said Marc Owen, Chairman of Celesio’s Management Board. “Both organizations have built strong customer relationships and have a deep understanding of their markets. Completing this important milestone enables us to align our organizations more closely in our common goal of creating additional value for our customers and manufacturing partners. And our employees will benefit from being part of an even stronger international company with tremendous leadership and growth opportunities.”
Financial Expectations
- By the fourth year following the
registration of the domination profit and loss transfer agreement, McKesson
expects to realize annual synergies between $275 million and $325 million.
- McKesson currently owns approximately 76% of the outstanding shares of
Celesio.
- McKesson will continue to consolidate the financial results of
Celesio.
About McKesson Corporation
McKesson Corporation, currently ranked 15th on the FORTUNE 500, is a healthcare services and information technology company dedicated to making the business of healthcare run better. McKesson partners with payers, hospitals, physician offices, pharmacies, pharmaceutical companies and others across the spectrum of care to build healthier organizations that deliver better care to patients in every setting. McKesson helps its customers improve their financial, operational, and clinical performance with solutions that include pharmaceutical and medical-surgical supply management, healthcare information technology, and business and clinical services. For more information, visit www.mckesson.com.
About the Celesio Group
Celesio is a leading international wholesale and retail company and provider of logistics and services to the pharmaceutical and healthcare sectors. The proactive and preventive approach ensures that patients receive the products and support that they require for optimum care. With 39,000 employees, Celesio operates in 14 countries around the world. Every day, the group serves over 2 million customers – at about 2,200 pharmacies of its own and over 4,300 participants in brand partnership schemes. With 133 wholesale branches, Celesio supplies 65,000 pharmacies and hospitals every day with up to 130,000 pharmaceutical products. The services benefit a patient pool of about 15 million per day.
McKesson Corporation, currently ranked 15th on the FORTUNE 500, is a healthcare services and information technology company dedicated to making the business of healthcare run better. McKesson partners with payers, hospitals, physician offices, pharmacies, pharmaceutical companies and others across the spectrum of care to build healthier organizations that deliver better care to patients in every setting. McKesson helps its customers improve their financial, operational, and clinical performance with solutions that include pharmaceutical and medical-surgical supply management, healthcare information technology, and business and clinical services. For more information, visit www.mckesson.com.
About the Celesio Group
Celesio is a leading international wholesale and retail company and provider of logistics and services to the pharmaceutical and healthcare sectors. The proactive and preventive approach ensures that patients receive the products and support that they require for optimum care. With 39,000 employees, Celesio operates in 14 countries around the world. Every day, the group serves over 2 million customers – at about 2,200 pharmacies of its own and over 4,300 participants in brand partnership schemes. With 133 wholesale branches, Celesio supplies 65,000 pharmacies and hospitals every day with up to 130,000 pharmaceutical products. The services benefit a patient pool of about 15 million per day.
21 November 2014
Expected amount of cash compensation for squeeze-out at WMF AG announced
Munich - Finedining Capital AG ("Finedining Capital"), a holding company controlled by funds advised by KKR (together with affiliates, "KKR"), today informed WMF AG ("WMF") about the Intention to set the cash compensation to be paid in the course of the squeeze-out at EUR 58,37 for both ordinary and preference shares. A company valuation of WMF by a neutral expert has served as the Basis for determining this cash compensation.
The execution and notarisation of the merger contract between WMF and Finedining Capital are scheduled for 26 November 2014. The required change of Finedining Capital GmbH's legal form into a stock corporation ("Aktiengesellschaft") has been completed in the interim. On that same day, the cash compensation shall be finally determined. The court-appointed independent auditor will subsequently present ist report about the adequacy of the cash compensation. WMF's extraordinary general meeting, which will be called to approve the transfer of the shares held by minority shareholders, will presumably take place on 20 January 2015 in Stuttgart, Germany.
Finedining Capital published a voluntary public tender offer for all outstanding WMF preference shares on 14 July 2014. It was successfully completed on 3 September 2014. With a shareholding of
about 92 percent of WMF's stated capital (excluding the treasury shares held by WMF), Finedining Capital now holds a sufficient percentage of shares to implement a merger-related squeeze-out and the subsequent delisting of WMF from the stock exchange.
Additional information on the completed voluntary public tender offer is available on www.finedining-offer.com. Information on the merger-related squeeze-out will also be available on this website soon.
The execution and notarisation of the merger contract between WMF and Finedining Capital are scheduled for 26 November 2014. The required change of Finedining Capital GmbH's legal form into a stock corporation ("Aktiengesellschaft") has been completed in the interim. On that same day, the cash compensation shall be finally determined. The court-appointed independent auditor will subsequently present ist report about the adequacy of the cash compensation. WMF's extraordinary general meeting, which will be called to approve the transfer of the shares held by minority shareholders, will presumably take place on 20 January 2015 in Stuttgart, Germany.
Finedining Capital published a voluntary public tender offer for all outstanding WMF preference shares on 14 July 2014. It was successfully completed on 3 September 2014. With a shareholding of
about 92 percent of WMF's stated capital (excluding the treasury shares held by WMF), Finedining Capital now holds a sufficient percentage of shares to implement a merger-related squeeze-out and the subsequent delisting of WMF from the stock exchange.
Additional information on the completed voluntary public tender offer is available on www.finedining-offer.com. Information on the merger-related squeeze-out will also be available on this website soon.
16 July 2014
Merger of CyBio AG into Analytik Jena AG Completed
Jena, Germany, July 8, 2014 – The merger of CyBio AG into Analytik Jena AG became effective upon entry into the commercial register of Analytik Jena AG (commercial register of the Registry Court of Jena, HRB 200027). As a result, CyBio AG is dissolved as an independent company. In the future, the Life Science business unit of Analytik Jena AG will continue CyBio Group’s business in the areas of liquid handling and laboratory automation. The products will continue to be marketed under the independent CyBio brands. In the coming years, Analytik Jena also anticipates expanding the liquid-handling area under the well-established product brand. All employees of the previous CyBio AG will be taken on by Analytik Jena with the merger.
“With the successful merger we have finally completed the multi-year integration process of CyBio AG into the Analytik Jena Group. As a result, we are combining the technological expertise and employee resources of both companies and are also in a position to configure our internal organizational structures much more effectively,” said Klaus Berka, Chief Executive Officer of Analytik Jena AG.
Analytik Jena AG acquired all still outstanding shares of CyBio AG in connection with the merger. The overwhelming majority of shareholders of CyBio AG drafted a corresponding resolution to transfer the shares of the minority shareholders to Analytik Jena AG as the majority shareholder in return for payment of compensation in cash at the company’s General Meeting on May 22, 2014.
“With the successful merger we have finally completed the multi-year integration process of CyBio AG into the Analytik Jena Group. As a result, we are combining the technological expertise and employee resources of both companies and are also in a position to configure our internal organizational structures much more effectively,” said Klaus Berka, Chief Executive Officer of Analytik Jena AG.
Analytik Jena AG acquired all still outstanding shares of CyBio AG in connection with the merger. The overwhelming majority of shareholders of CyBio AG drafted a corresponding resolution to transfer the shares of the minority shareholders to Analytik Jena AG as the majority shareholder in return for payment of compensation in cash at the company’s General Meeting on May 22, 2014.
04 July 2014
P&I Personal & Informatik AG: Specification of transfer request and determination of the cash compensation
Ad hoc announcement according to § 15 WpHG
Argon GmbH with its seat in Frankfurt am Main today informed P&I Personal & Informatik AG (ISIN DE0006913403) that it has determined pursuant to section 327b para. 1 sentence 1 German Stock Corporation Act (Aktiengesetz, AktG) the amount of the appropriate cash compensation to be paid to the minority shareholders of P&I Personal & Informatik AG at EUR 70.66 per no-par-value bearer share. Hereby, Argon GmbH confirmed and specified the transfer request pursuant to section 327a para. 1 sentence 1 AktG dated 5 May 2014.
Argon GmbH holds more than 95% of the registered share capital of P&I Personal & Informatik AG and is therefore the majority shareholder of P&I Personal & Informatik AG within the meaning of section 327a para. 1 sentence 1 AktG. The transfer resolution will likely be passed at the next annual general meeting of P&I Personal & Informatik AG, which is expected to be held on 2 September 2014 in Wiesbaden.
Argon GmbH with its seat in Frankfurt am Main today informed P&I Personal & Informatik AG (ISIN DE0006913403) that it has determined pursuant to section 327b para. 1 sentence 1 German Stock Corporation Act (Aktiengesetz, AktG) the amount of the appropriate cash compensation to be paid to the minority shareholders of P&I Personal & Informatik AG at EUR 70.66 per no-par-value bearer share. Hereby, Argon GmbH confirmed and specified the transfer request pursuant to section 327a para. 1 sentence 1 AktG dated 5 May 2014.
Argon GmbH holds more than 95% of the registered share capital of P&I Personal & Informatik AG and is therefore the majority shareholder of P&I Personal & Informatik AG within the meaning of section 327a para. 1 sentence 1 AktG. The transfer resolution will likely be passed at the next annual general meeting of P&I Personal & Informatik AG, which is expected to be held on 2 September 2014 in Wiesbaden.
29 June 2014
ESSANELLE HAIR GROUP AG: Annual General Meeting agrees to squeeze-out
- Cash settlement of EUR 11.27
- Dividends of EUR 0.50 for 2013
Düsseldorf, 27/06/2014 - The Annual General Meeting of Essanelle Hair Group AG voted in Düsseldorf today to transfer the shares held by the minority shareholders in HairGroup AG via an upstream merger squeeze-out process. The minority shareholders will receive a cash compensation of EUR 11.27 Euro per share. When the squeeze-out is entered in the Commercial Registry, the minority shareholdings will transfer to HairGroup AG and the minority shareholders will receive the cash payment.
The Annual General Meeting also decided to formally discharge the Management Board and Supervisory Board of Directors for the 2013 business year. Furthermore the AGM followed the suggestion of the Management Board and Supervisory Board of Directors and decided to distribute a dividend for 2013 to the amount of EUR 0.50 per share.
Achim Mansen, chairman of the Management Board of Essanelle Hair Group AG: "We are delighted that on the basis of our good earnings in the 2013 business year we are once again in a position to pay a dividend of 50 cents to shareholders. Our focus in the future under a new name will continue to be on the company's good operational performance."
- Dividends of EUR 0.50 for 2013
Düsseldorf, 27/06/2014 - The Annual General Meeting of Essanelle Hair Group AG voted in Düsseldorf today to transfer the shares held by the minority shareholders in HairGroup AG via an upstream merger squeeze-out process. The minority shareholders will receive a cash compensation of EUR 11.27 Euro per share. When the squeeze-out is entered in the Commercial Registry, the minority shareholdings will transfer to HairGroup AG and the minority shareholders will receive the cash payment.
The Annual General Meeting also decided to formally discharge the Management Board and Supervisory Board of Directors for the 2013 business year. Furthermore the AGM followed the suggestion of the Management Board and Supervisory Board of Directors and decided to distribute a dividend for 2013 to the amount of EUR 0.50 per share.
Achim Mansen, chairman of the Management Board of Essanelle Hair Group AG: "We are delighted that on the basis of our good earnings in the 2013 business year we are once again in a position to pay a dividend of 50 cents to shareholders. Our focus in the future under a new name will continue to be on the company's good operational performance."
24 June 2014
20 June 2014
Realtime Technology Aktiengesellschaft: 3DS Acquisition AG requests merger squeeze-out
Munich, June 20, 2014
3DS Acquisition AG notified Realtime Technology Aktiengesellschaft that 3DS Acquisition AG intends to implement a merger of Realtime Technology Aktiengesellschaft as transferring entity into 3DS Acquisition AG as acquiring entity and requested to engage in discussions to that effect. In this context it requested that Realtime Technology Aktiengesellschaft's general meeting resolves within three months after conclusion of the merger agreement between Realtime Technology Aktiengesellschaft and 3DS Acquisition AG on the transfer of all shares held by the other shareholders (minority shareholders) of Realtime Technology Aktiengesellschaft to 3DS Acquisition AG in its capacity as majority shareholder against payment of an adequate cash compensation.
According to 3DS Acquisition AG, it holds around 93.29 % of Realtime Technology Aktiengesellschaft's registered share capital and voting rights and around 93.56 % of the effectively reduced registered share capital conferring voting rights (Realtime Technology Aktiengesellschaft's registered share capital minus treasury shares).
The management board of Realtime Technology Aktiengesellschaft intends to enter into negotiations with 3DS Acquisition AG on the conclusion of a merger agreement, in the context of such merger Realtime Technology Aktiengesellschaft's general meeting shall resolve on the squeeze-out of the minority shareholders of Realtime Technology Aktiengesellschaft.
Management Board
About Dassault Systèmes
Dassault Systèmes, the 3DEXPERIENCE Company, provides business and people with virtual universes to imagine sustainable innovations. Its world-leading solutions transform the way products are designed, produced, and supported. Dassault Systèmes’ collaborative solutions foster social innovation, expanding possibilities for the virtual world to improve the real world. The group brings value to over 190,000 customers of all sizes, in all industries, in more than 140 countries. For more information, visit www.3ds.com.
CATIA, SOLIDWORKS, ENOVIA, DELMIA, SIMULIA, GEOVIA, EXALEAD, 3D VIA, 3DSWYM, NETVIBES and 3DXCITE are registered trademarks of Dassault Systèmes or its subsidiaries in the US and/or other countries.
According to 3DS Acquisition AG, it holds around 93.29 % of Realtime Technology Aktiengesellschaft's registered share capital and voting rights and around 93.56 % of the effectively reduced registered share capital conferring voting rights (Realtime Technology Aktiengesellschaft's registered share capital minus treasury shares).
The management board of Realtime Technology Aktiengesellschaft intends to enter into negotiations with 3DS Acquisition AG on the conclusion of a merger agreement, in the context of such merger Realtime Technology Aktiengesellschaft's general meeting shall resolve on the squeeze-out of the minority shareholders of Realtime Technology Aktiengesellschaft.
Management Board
About Dassault Systèmes
Dassault Systèmes, the 3DEXPERIENCE Company, provides business and people with virtual universes to imagine sustainable innovations. Its world-leading solutions transform the way products are designed, produced, and supported. Dassault Systèmes’ collaborative solutions foster social innovation, expanding possibilities for the virtual world to improve the real world. The group brings value to over 190,000 customers of all sizes, in all industries, in more than 140 countries. For more information, visit www.3ds.com.
CATIA, SOLIDWORKS, ENOVIA, DELMIA, SIMULIA, GEOVIA, EXALEAD, 3D VIA, 3DSWYM, NETVIBES and 3DXCITE are registered trademarks of Dassault Systèmes or its subsidiaries in the US and/or other countries.
13 June 2014
Deutsche Steinzeug Cremer & Breuer AG: Application for delisting
Ad-hoc Announcement pursuant to Sec. 15 WpHG
Deutsche Steinzeug Cremer & Breuer AG (DSCB AG) has today resolved to implement a so-called delisting and to apply for a revocation of the admission of the shares in DSCB AG from trading at the regulated market (General Standard) of the Frankfurt stock exchange, at XETRA and at the regulated market of the Berlin stock exchange.
The delisting is expected to become effective within three to six months after a positive decision on the application for revocation of the stock market listings has been taken and published by the Frankfurt stock exchange and the Berlin stock exchange. The shares in DSCB AG would then no longer be traded at a regulated market of a stock exchange. The currently existing quotations of the shares in DSCB AG at the open markets (Freiverkehr) of the Düsseldorf and Stuttgart stock exchanges would not be affected.
In order to protect the minority shareholders, it is intended that Steinzeug Invest GmbH will make a voluntary public purchase offer to the shareholders in DSCB AG in accordance with the provisions of the German Securities Acquisition and Takeover Act (WpÜG) prior to the delisting becoming effective. By way of the purchase offer, the minority shareholders in DSCB AG shall receive the possibility to sell their shares in DSCB AG. Steinzeug Invest GmbH is a newly established special purpose entity which is wholly-owned by the chairman of the management board of DSCB AG, Mr. Dieter Schäfer.
The management board of DSCB AG has decided to implement the delisting primarily as the listing of DSCB AG triggers disproportionate costs and expenses without any corresponding advantages. In addition, the management board of DSCB AG has been searching for a strategic partner which is able to offer DSCB AG a long-term growth perspective in a larger and economically stronger group structure for many years. The discussions with a number of potentially interested partners in the last years were unsuccessful particularly as no investor in DSCB AG's business area is prepared to take over a strategic stake in a listed German stock corporation. The management board assumes that it will in the medium term be able to proceed with the discussions more successfully after the delisting has become effective.
Alfter-Witterschlick, 11 June 2014
Deutsche Steinzeug Cremer & Breuer AG
Management Board
Deutsche Steinzeug Cremer & Breuer AG (DSCB AG) has today resolved to implement a so-called delisting and to apply for a revocation of the admission of the shares in DSCB AG from trading at the regulated market (General Standard) of the Frankfurt stock exchange, at XETRA and at the regulated market of the Berlin stock exchange.
The delisting is expected to become effective within three to six months after a positive decision on the application for revocation of the stock market listings has been taken and published by the Frankfurt stock exchange and the Berlin stock exchange. The shares in DSCB AG would then no longer be traded at a regulated market of a stock exchange. The currently existing quotations of the shares in DSCB AG at the open markets (Freiverkehr) of the Düsseldorf and Stuttgart stock exchanges would not be affected.
In order to protect the minority shareholders, it is intended that Steinzeug Invest GmbH will make a voluntary public purchase offer to the shareholders in DSCB AG in accordance with the provisions of the German Securities Acquisition and Takeover Act (WpÜG) prior to the delisting becoming effective. By way of the purchase offer, the minority shareholders in DSCB AG shall receive the possibility to sell their shares in DSCB AG. Steinzeug Invest GmbH is a newly established special purpose entity which is wholly-owned by the chairman of the management board of DSCB AG, Mr. Dieter Schäfer.
The management board of DSCB AG has decided to implement the delisting primarily as the listing of DSCB AG triggers disproportionate costs and expenses without any corresponding advantages. In addition, the management board of DSCB AG has been searching for a strategic partner which is able to offer DSCB AG a long-term growth perspective in a larger and economically stronger group structure for many years. The discussions with a number of potentially interested partners in the last years were unsuccessful particularly as no investor in DSCB AG's business area is prepared to take over a strategic stake in a listed German stock corporation. The management board assumes that it will in the medium term be able to proceed with the discussions more successfully after the delisting has become effective.
Alfter-Witterschlick, 11 June 2014
Deutsche Steinzeug Cremer & Breuer AG
Management Board
04 January 2014
Sedo Holding AG: Squeeze out cash compensation determined at EUR 2.77 per share by United Internet Ventures AG
Ad hoc announcement according to § 15 WpHG
Cologne, 9 December 2013 - United Internet Ventures AG with its registered seat in Montabaur, Germany, registered in the commercial register of the local court (Amtsgericht) Montabaur under HRB 23538, had informed Sedo Holding AG's (ISIN DE0005490155) management board pursuant to Sec. 327a para. 1 sentence 1 of the German Stock Corporation Act (AktG) on 10 October 2013 of its demand that the general meeting of Sedo Holding AG may resolve the transfer of the shares held by the other shareholders (minority shareholders) of Sedo Holding AG to United Internet Ventures AG as the principal shareholder in return for an adequate cash compensation pursuant to Sec. 327a et seqq. AktG (exclusion of minority shareholders - squeeze-out). Furthermore, United Internet Ventures AG had informed that it held 96.05% of the share capital of Sedo Holding AG and was thus a principal shareholder within the meaning of Sec. 327a para. 1 sentence 1 AktG.
United Internet Ventures AG today notified Sedo Holding AG's management board that United Internet Ventures AG has determined the amount of cash compensation for transfer of the shares of the minority shareholders to the principal shareholder pursuant to Sec. 327a et seqq. AktG (exclusion of minority shareholders - squeeze-out) at EUR 2.77 per one registered no-par-value share of Sedo Holding AG, thereby confirming and specifying its demand.
A resolution regarding the squeeze-out shall be adopted in an extraordinary general meeting of Sedo Holding AG, which is scheduled for 3 February 2014.
Cologne, 9 December 2013 - United Internet Ventures AG with its registered seat in Montabaur, Germany, registered in the commercial register of the local court (Amtsgericht) Montabaur under HRB 23538, had informed Sedo Holding AG's (ISIN DE0005490155) management board pursuant to Sec. 327a para. 1 sentence 1 of the German Stock Corporation Act (AktG) on 10 October 2013 of its demand that the general meeting of Sedo Holding AG may resolve the transfer of the shares held by the other shareholders (minority shareholders) of Sedo Holding AG to United Internet Ventures AG as the principal shareholder in return for an adequate cash compensation pursuant to Sec. 327a et seqq. AktG (exclusion of minority shareholders - squeeze-out). Furthermore, United Internet Ventures AG had informed that it held 96.05% of the share capital of Sedo Holding AG and was thus a principal shareholder within the meaning of Sec. 327a para. 1 sentence 1 AktG.
United Internet Ventures AG today notified Sedo Holding AG's management board that United Internet Ventures AG has determined the amount of cash compensation for transfer of the shares of the minority shareholders to the principal shareholder pursuant to Sec. 327a et seqq. AktG (exclusion of minority shareholders - squeeze-out) at EUR 2.77 per one registered no-par-value share of Sedo Holding AG, thereby confirming and specifying its demand.
A resolution regarding the squeeze-out shall be adopted in an extraordinary general meeting of Sedo Holding AG, which is scheduled for 3 February 2014.
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