19 February 2018
New book on the valuation of companies in judicial review proceedings
Leonhard Knoll, De exemplis deterrentibus: Bemerkenswerte Befunde aus der Praxis der rechtsgeprägten Unternehmensbewertung,
2017, Würzburg University Press, 124 pages,ISBN 978-3-95826-060-3,
EUR 32,90
Available also online free of charge:
http://nbn-resolving.de/urn:nbn:de:bvb:20-opus-147587
14 February 2018
Biotest AG: Tiancheng intends to conclude a domination and profit transfer agreement with Biotest AG
Tiancheng (Germany) Pharmaceutcial Holdings AG, a holding company indirectly controlled by Creat Group Co., Ltd., has informed Biotest AG company that it intends to conclude a domination and profit and loss transfer agreement (Beherrschungs- und Gewinnabfürhungsvertrag) between Biotest AG as the controlled and profit-transferring company and to approve the conclusion of such a corporate agreement at a general meeting of Biotest AG.
Biotest AG assumes that the compensation and settlement arrangements for the outside shareholders of Biotest AG will be determined in accordance with the legal requirements and on the basis of a company valuation. The intended domination and profit and loss transfer agreement requires the approval of the Annual General Meeting of Biotest AG in order to be effective.
On May 18, 2017, Tiancheng published the offer document for its voluntary public takeover offer to the shareholders of Biotest AG for the acquisition of all no-par value ordinary shares (ISIN DE0005227201) and all no-par value preferred shares (ISIN DE0005227235) of Biotest AG. The acceptance period for the Takeover Offer expired on 15 June 2017, and the additional acceptance period pursuant to § 16 (2) sentence 1 WpÜG ended on 4 July 2017. The purchase agreements for the Biotest shares submitted during the Acceptance Period and the Additional Acceptance Period were completed on January 31, 2018.
Biotest AG assumes that the compensation and settlement arrangements for the outside shareholders of Biotest AG will be determined in accordance with the legal requirements and on the basis of a company valuation. The intended domination and profit and loss transfer agreement requires the approval of the Annual General Meeting of Biotest AG in order to be effective.
On May 18, 2017, Tiancheng published the offer document for its voluntary public takeover offer to the shareholders of Biotest AG for the acquisition of all no-par value ordinary shares (ISIN DE0005227201) and all no-par value preferred shares (ISIN DE0005227235) of Biotest AG. The acceptance period for the Takeover Offer expired on 15 June 2017, and the additional acceptance period pursuant to § 16 (2) sentence 1 WpÜG ended on 4 July 2017. The purchase agreements for the Biotest shares submitted during the Acceptance Period and the Additional Acceptance Period were completed on January 31, 2018.
Squeeze-out registered at biolitec AG
by Attorney-at-law (Rechtsanwalt) Martin Arendts, M.B.L.-HSG
On 4 December 2017, the Annual General Meeting of biolitec AG, Vienna, decided to exclude all minority shareholders in accordance with section 1 (1) GesAusG (squeeze-out) in return for a cash compensation of EUR 20.43 per share. This resolution was now entered into the commercial register (HG Wien) on February 7, 2018 and published on February 13, 2018. The sole shareholder of biolitec AG is now the main shareholder, Dr. Ing. Wolfgang Neuberger.
The appropriateness of the cash settlement amount offered will be judicially reviewed in a review process (Überprüfungsverfahren).
The current biolitec AG was formed mainly by a cross-border (downward) merger in 2013 of the listed German Biolitec AG, Jena, on its subsidiary, Biolitec Unternehmensbeteiligungs I AG, Vienna.
On 4 December 2017, the Annual General Meeting of biolitec AG, Vienna, decided to exclude all minority shareholders in accordance with section 1 (1) GesAusG (squeeze-out) in return for a cash compensation of EUR 20.43 per share. This resolution was now entered into the commercial register (HG Wien) on February 7, 2018 and published on February 13, 2018. The sole shareholder of biolitec AG is now the main shareholder, Dr. Ing. Wolfgang Neuberger.
The appropriateness of the cash settlement amount offered will be judicially reviewed in a review process (Überprüfungsverfahren).
The current biolitec AG was formed mainly by a cross-border (downward) merger in 2013 of the listed German Biolitec AG, Jena, on its subsidiary, Biolitec Unternehmensbeteiligungs I AG, Vienna.
Reasoned statement of BUWOG AG – Management Board and Supervisory Board recommend to accept tender offer by Vonovia
Vienna, 13 February 2018
Today, the Management Board and Supervisory Board of BUWOG AG (“BUWOG”) published their reasoned statements with respect to the offer document presented by Vonovia SE (“Vonovia”) on 5 February 2018.
In these statements, following a due process of review, the Management Board and Supervisory Board recommend that the holders of securities in BUWOG accept the offer. This recommendation is described in more detail in the reasoned statement.
Following an in-depth examination, the Management Board and Supervisory Board of BUWOG have each formed the opinion that the offer price of € 29.05 per BUWOG share and the offered consideration to the holders of convertible bonds can be considered adequate from a financial point of view. The offer price for BUWOG Shares is significantly higher than both, the unaffected and historical weighted average prices of BUWOG shares over the last two years.
The Management Board and the Supervisory Board consider the premium on the closing share price on 15 December 2017 (trading day before the announcement of the offer) of 18.1 percent as adequate. Furthermore, the offer price is 16.8 percent above the most recently published undiluted EPRA Net Asset Value of the company as of 31 October 2017.
The acceptance period started on 5 February 2018 and ends on 12 March 2018. Provided that all conditions precedent are fulfilled at the end of the acceptance period, the settlement for the first offer period of the transaction is expected to be at the end of March 2018. The antitrust approvals, which are necessary conditions precedent for the completion of the transaction, have already been issued.
As of today, the joint reasoned statements on the offer are available on BUWOG's website at www.buwog.com.
The members of the Management Board of BUWOG AG and members of the Supervisory Board who hold BUWOG shares will accept the offer and tender their shares into the offer.
In connection with the offer, BUWOG is advised by Goldman Sachs as financial advisor and relating to Austrian Law by Schönherr Rechtsanwälte GmbH.
About the BUWOG Group
The BUWOG Group is the leading German-Austrian full-service provider in the residential property business and now looks back on 66 years of expertise. Its property portfolio encompasses around 49,000 units and is located in Germany and Austria. In addition to Asset Management, the entire value chain of the residential sector is covered by Property Sales and Property Development. The shares of BUWOG AG have been listed on the stock exchanges in Frankfurt am Main, Vienna (ATX) and Warsaw since the end of April 2014.
Today, the Management Board and Supervisory Board of BUWOG AG (“BUWOG”) published their reasoned statements with respect to the offer document presented by Vonovia SE (“Vonovia”) on 5 February 2018.
In these statements, following a due process of review, the Management Board and Supervisory Board recommend that the holders of securities in BUWOG accept the offer. This recommendation is described in more detail in the reasoned statement.
Following an in-depth examination, the Management Board and Supervisory Board of BUWOG have each formed the opinion that the offer price of € 29.05 per BUWOG share and the offered consideration to the holders of convertible bonds can be considered adequate from a financial point of view. The offer price for BUWOG Shares is significantly higher than both, the unaffected and historical weighted average prices of BUWOG shares over the last two years.
The Management Board and the Supervisory Board consider the premium on the closing share price on 15 December 2017 (trading day before the announcement of the offer) of 18.1 percent as adequate. Furthermore, the offer price is 16.8 percent above the most recently published undiluted EPRA Net Asset Value of the company as of 31 October 2017.
The acceptance period started on 5 February 2018 and ends on 12 March 2018. Provided that all conditions precedent are fulfilled at the end of the acceptance period, the settlement for the first offer period of the transaction is expected to be at the end of March 2018. The antitrust approvals, which are necessary conditions precedent for the completion of the transaction, have already been issued.
As of today, the joint reasoned statements on the offer are available on BUWOG's website at www.buwog.com.
The members of the Management Board of BUWOG AG and members of the Supervisory Board who hold BUWOG shares will accept the offer and tender their shares into the offer.
In connection with the offer, BUWOG is advised by Goldman Sachs as financial advisor and relating to Austrian Law by Schönherr Rechtsanwälte GmbH.
About the BUWOG Group
The BUWOG Group is the leading German-Austrian full-service provider in the residential property business and now looks back on 66 years of expertise. Its property portfolio encompasses around 49,000 units and is located in Germany and Austria. In addition to Asset Management, the entire value chain of the residential sector is covered by Property Sales and Property Development. The shares of BUWOG AG have been listed on the stock exchanges in Frankfurt am Main, Vienna (ATX) and Warsaw since the end of April 2014.
09 February 2018
Linde AG: Status of the antitrust proceedings for the proposed business combination with Praxair, Inc.
Ad hoc-announcement
Munich, 06 February 2018 - Discussions with various antitrust authorities have resulted in indications that merger clearance of the business combination of Linde Aktiengesellschaft ("Linde") and Praxair, Inc. ("Praxair") will be subject to requirements more onerous than previously assumed. Based on ongoing discussions and the current knowledge, the revenue and EBITDA thresholds agreed with Praxair in the Business Combination Agreement up to which divestment commitments must be accepted are not exceeded.
In the course of the antitrust proceedings in the European Union, Linde and Praxair will not submit final commitments to the European Commission in this first investigation phase (phase I). Therefore, the merger partners expect that the European Commission will initiate an in-depth investigation (phase II). When initiating a phase II investigation, the European Commission, in principle, decides within a period of 90 business days on the approval of the business combination. A phase II investigation is not uncommon for complex transactions, such as the one at hand.
The merger partners remain convinced of the merits of the proposed business combination. Linde and Praxair will continue the constructive dialogue with antitrust authorities in order to complete the transaction in the second half of 2018.
Munich, 06 February 2018 - Discussions with various antitrust authorities have resulted in indications that merger clearance of the business combination of Linde Aktiengesellschaft ("Linde") and Praxair, Inc. ("Praxair") will be subject to requirements more onerous than previously assumed. Based on ongoing discussions and the current knowledge, the revenue and EBITDA thresholds agreed with Praxair in the Business Combination Agreement up to which divestment commitments must be accepted are not exceeded.
In the course of the antitrust proceedings in the European Union, Linde and Praxair will not submit final commitments to the European Commission in this first investigation phase (phase I). Therefore, the merger partners expect that the European Commission will initiate an in-depth investigation (phase II). When initiating a phase II investigation, the European Commission, in principle, decides within a period of 90 business days on the approval of the business combination. A phase II investigation is not uncommon for complex transactions, such as the one at hand.
The merger partners remain convinced of the merits of the proposed business combination. Linde and Praxair will continue the constructive dialogue with antitrust authorities in order to complete the transaction in the second half of 2018.
Biotest AG: Tiancheng intends to enter into a domination and profit and loss transfer agreement with Biotest AG
Ad-hoc RELEASE
Announcement according to Article 17 European Market Abuse Regulation (MAR)
Dreieich, 8 February 2018. Today, Tiancheng (Germany) Pharmaceutical Holdings AG, a holding company which is indirectly controlled by Creat Group Co., Ltd., informed the Company that it intends to enter into a domination and profit and loss transfer agreement pursuant to Section 291 para. 1 of the German Stock Corporations Act between Biotest AG as dominated and profit transferring company and the bidder as dominating company, which is authorized to receive the profit transfer, and to vote in favour of such domination and profit and loss transfer agreement in a general meeting of Biotest AG. Tiancheng has asked to enter into negotiations.
Biotest AG expects that the cash compensation and guaranteed dividend for minority shareholders of Biotest AG will be determined in accordance with the statutory requirements and on the basis of a pending evaluation of the Company. In order to become effective, the intended domination and profit and loss transfer agreement requires the approval of the general shareholders' meeting of Biotest AG.
Tiancheng published on 18 May 2017 the offer document for its voluntary public takeover offer to the shareholders of Biotest AG for the acquisition of all ordinary non-par value ordinary bearer shares (ordinary shares) (ISIN DE0005227201) and all non-par value preferred bearer shares (preference shares) (ISIN DE0005227235) in Biotest against payment of a cash consideration. The acceptance period for the takeover offer ended on 15 June 2017 and the additional acceptance period pursuant to Section 16 para. 2 sentence 1 WpÜG ended on 4 July 2017. Following the fulfilment of all conditions of the takeover offer, the purchase agreements regarding the Biotest shares which were tendered into the takeover offer during the acceptance period and the additional acceptance period were settled on 31 January 2018.
Biotest Aktiengesellschaft
Board of Management
Announcement according to Article 17 European Market Abuse Regulation (MAR)
Dreieich, 8 February 2018. Today, Tiancheng (Germany) Pharmaceutical Holdings AG, a holding company which is indirectly controlled by Creat Group Co., Ltd., informed the Company that it intends to enter into a domination and profit and loss transfer agreement pursuant to Section 291 para. 1 of the German Stock Corporations Act between Biotest AG as dominated and profit transferring company and the bidder as dominating company, which is authorized to receive the profit transfer, and to vote in favour of such domination and profit and loss transfer agreement in a general meeting of Biotest AG. Tiancheng has asked to enter into negotiations.
Biotest AG expects that the cash compensation and guaranteed dividend for minority shareholders of Biotest AG will be determined in accordance with the statutory requirements and on the basis of a pending evaluation of the Company. In order to become effective, the intended domination and profit and loss transfer agreement requires the approval of the general shareholders' meeting of Biotest AG.
Tiancheng published on 18 May 2017 the offer document for its voluntary public takeover offer to the shareholders of Biotest AG for the acquisition of all ordinary non-par value ordinary bearer shares (ordinary shares) (ISIN DE0005227201) and all non-par value preferred bearer shares (preference shares) (ISIN DE0005227235) in Biotest against payment of a cash consideration. The acceptance period for the takeover offer ended on 15 June 2017 and the additional acceptance period pursuant to Section 16 para. 2 sentence 1 WpÜG ended on 4 July 2017. Following the fulfilment of all conditions of the takeover offer, the purchase agreements regarding the Biotest shares which were tendered into the takeover offer during the acceptance period and the additional acceptance period were settled on 31 January 2018.
Biotest Aktiengesellschaft
Board of Management
01 February 2018
Biotest AG: Creat takeover of Biotest closed
PRESS RELEASE
- Transfer of tendered shares completed
- Majority shareholding (approx. 90% of Biotest AG's ordinary shares and voting share capital) of Creat in Biotest
Dreieich, 31 January 2018. On 19 January 2018 Biotest AG disclosed that the last remaining condition has been met for the takeover offer by Tiancheng (Germany) Pharmaceutical Holdings AG, the acquisition company of the Creat Group Corporation. Thus the unsolicited takeover offer announced on 18 May 2017 for the shares of Biotest AG became effective and could be settled.
The offer by Tiancheng (Germany) Pharmaceutical Holdings AG and payment of the purchase price to the custodial bank of the accepting Biotest shareholders was settled promptly and, as described in section 13.5 of the offer document.
- Majority shareholding (approx. 90% of Biotest AG's ordinary shares and voting share capital) of Creat in Biotest
Dreieich, 31 January 2018. On 19 January 2018 Biotest AG disclosed that the last remaining condition has been met for the takeover offer by Tiancheng (Germany) Pharmaceutical Holdings AG, the acquisition company of the Creat Group Corporation. Thus the unsolicited takeover offer announced on 18 May 2017 for the shares of Biotest AG became effective and could be settled.
The offer by Tiancheng (Germany) Pharmaceutical Holdings AG and payment of the purchase price to the custodial bank of the accepting Biotest shareholders was settled promptly and, as described in section 13.5 of the offer document.
Tiancheng (Germany) Pharmaceutical Holdings AG, an indirect controlled subsidiary of Creat Group Corporation, a company organized and existing under the laws of the People's Republic of China, hereby holds a majority interest (approx. 90% of Biotest AG's ordinary shares and voting share capital) in Biotest AG.
About Biotest
Biotest is a provider of plasma proteins and biological drugs. With a value added chain that extends from pre-clinical and clinical development to worldwide sales, Biotest has specialised primarily in the areas of clinical immunology, haematology and intensive medicine. Biotest develops and markets immunoglobulins, coagulation factors and albumins based on human blood plasma. These are used for diseases of the immune and haematopoietic systems. In addition, Biotest develops monoclonal antibodies in the indications of cancer of plasma cells and systemic lupus erythematosus which are produced by recombinant technologies. Biotest has more than 2,500 employees worldwide. The preference shares of Biotest AG are listed in the SDAX on the Frankfurt stock exchange.
About Biotest
Biotest is a provider of plasma proteins and biological drugs. With a value added chain that extends from pre-clinical and clinical development to worldwide sales, Biotest has specialised primarily in the areas of clinical immunology, haematology and intensive medicine. Biotest develops and markets immunoglobulins, coagulation factors and albumins based on human blood plasma. These are used for diseases of the immune and haematopoietic systems. In addition, Biotest develops monoclonal antibodies in the indications of cancer of plasma cells and systemic lupus erythematosus which are produced by recombinant technologies. Biotest has more than 2,500 employees worldwide. The preference shares of Biotest AG are listed in the SDAX on the Frankfurt stock exchange.
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