24 December 2014

Areal Immobilien und Beteiligungs' majority shareholder plans squeeze-out in 2015

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

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.

02 December 2014

Celesio AG: McKesson and Celesio to operate as an integrated company – achieving important acquisition milestone

Press release of Celesio AG

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.
“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.