Commerzbank subsidiary pays EUR 15.15 per comdirect share to Petrus Advisers to enable merger squeeze-out

by Attorney-at-law Martin Arendts, M.B.L.-HSG

As can be seen from a publication by comdirect in the Official Journal (Bundesanzeiger) on 24 January 2020, Commerzbank Inlandsbanken Holding AG, a subsidiary of Commerzbank, has paid EUR 15.15 per comdirect share to Petrus Advisers Ltd., significantly more than the EUR 11.44 in the previously failed takeover bid. In addition to the purchase price, Commerzbank has to pay for the reimbursement of costs and a processing fee (each 0.75% of the total purchase price). The purchase price is also significantly higher than the last traded market prices in the range EUR 12 to EUR 14.

Mr. Till Hufnagel, mentioned in the publication under I. as a plaintiff, has been a partner and "Head of Activism" at Petrus Advisers since 2015 (press release dated 21 September 2015).

Only by buying the comdirect shares from Petrus Advisers did the Commerzbank subsidiary get the 90% required for a merger law squeeze-out, see: https://spruchverfahren.blogspot.com/2020/01/commerzbank-inlandsbanken-holding-gmbh.html A total of 11,274,808 comdirect shares were sold in two tranches. Including reimbursement of costs and processing fee, this corresponds to an amount of more than EUR 173.3755 million.

It remains to be seen how much the remaining comdirect minority shareholders will be offered in the upcoming squeeze-out.

In the event of a direct merger of comdirect with Commerzbank, discussed as "Plan B", both banks would have had to be valued and an exchange ratio established, see: https://spruchverfahren.blogspot.com/2019/12/die-commerzbank-scheitert-wie-erwartet.html  The significantly faster, cheaper and easier way made possible by the purchase was obviously worth a lot for Commerzbank.

Merger: Expiration of Initial Acceptance Period – TLG Shareholders Accept Exchange Offer for Majority of Shares

- 59.37% of TLG shares tendered into Exchange Offer by Aroundtown by end of initial acceptance period on January 21, 2020 

- Additional acceptance period to end on February 7, 2020 (midnight CET) for shareholders who have not yet accepted the offer 

- Any increase of the acceptance rate will likely lead to more expeditious realization of synergies 

Berlin, 24 January 2020 – Today, Aroundtown announced that at the end of the initial acceptance period on 21 January, 2020, shareholders of TLG IMMOBILIEN AG (“TLG”) had tendered a total of 66,537,413 TLG shares into the exchange offer by Aroundtown SA (“Aroundtown”), thereby endorsing the merger as a friendly and agreed share-for-share business combination of the two companies. Any increase in the acceptance rate within the additional acceptance period will likely lead to a more expeditious realization of the expected synergies.

The current acceptance rate corresponds to 59.37% of TLG’s total share capital and voting rights. Aroundtown is party to an irrevocable undertaking agreement with Ouram Holding S.à r.l. relating to an additional 10.41% of TLG’s share capital. TLG Shareholders who have not yet accepted the exchange offer continue to have the opportunity to tender their TLG shares during the additional acceptance period that will run from 25 January 2020 through 7 February 2020, at 24:00 hours (midnight) (CET). The final number of tendered TLG shares will be announced by Aroundtown after the expiration of the additional acceptance period.

The exchange offer is no longer subject to any closing conditions since all conditions were satisfied at the time of expiration of the initial acceptance period.

TLG’s Management Board and Supervisory Board welcome the significant acceptance of the exchange offer as it confirms their conviction that the combination with Aroundtown entails tremendous potential for value creation for TLG shareholders. By tendering their shares into the exchange offer during the additional acceptance period, TLG shareholders still have an opportunity to share into the upside of the business combination.

In a joint reasoned statement released on 23 December 2019 pursuant to Section 27 para. 1 of the German Securities Acquisition and Takeover Act (“WpÜG”), the management and supervisory boards of TLG concluded that Aroundtown’s offer of 3.6 Aroundtown shares per TLG share represents a fair consideration and recommended TLG shareholders to accept the voluntary public exchange offer from Aroundtown.

Goldman Sachs, Kempen and UBS are acting as financial advisers and Sullivan & Cromwell is acting as legal adviser to TLG.

TLG’s communications in relation to the offer are published in German and as non-binding English translations at https://ir.tlg.eu/websites/tlg/English/3499/merger-with-aroundtown.html.

KKR to launch public delisting offer for all outstanding Axel Springer SE shares

23 January 2020 - Traviata B.V., a holding company owned by funds advised by KKR, today announced its intention to make a public delisting offer ("Delisting Offer") for all outstanding shares (ISIN: DE0005501357, DE0005754238) of Axel Springer SE ("Axel Springer") that are not already held by KKR.

Shareholders will receive EUR 63 per Axel Springer share in cash, corresponding to the offer price of the preceding voluntary public tender offer that was completed in December 2019. Following the closing of the voluntary public tender offer in December 2019, KKR is now one of two major shareholders of Axel Springer, holding approximately 44.9 percent of Axel Springer's share capital.

Following the closing of the previous voluntary public tender offer, KKR along with Dr. hc. Friede Springer and Dr. Mathias Döpfner, formed a consortium in order to jointly further develop Axel Springer. Neither Dr. hc. Friede Springer nor Dr. Mathias Döpfner will sell shares that are held by them directly or indirectly as part of the Delisting Offer. Together they hold approximately 45.4 percent of Axel Springer's share capital.

In addition, KKR and Axel Springer today entered into an agreement, pursuant to which Axel Springer has undertaken, to the extent permissible by law, to apply for the revocation of the admission to trading of the Axel Springer shares (ISIN: DE0005501357) on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (so-called delisting) prior to the expiration of the acceptance period of the Delisting Offer.

The Delisting Offer will only be made pursuant to an offer document to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). This offer document will be published following receipt of permission from BaFin, at which point the Delisting Offer will commence. The offer document and other information pertaining to the Delisting Offer will be made in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs-und Übernahmegesetz - WpÜG) on the following website: www.traviata-angebot.de/delisting. The acceptance period will be four weeks starting from publication of the offer document. There will be no additional acceptance period. The Delisting Offer will not be subject to any closing conditions.

announcement by KKR

innogy SE: E.ON Verwaltungs SE informs innogy about the amount of the appropriate cash compensation of € 42.82 per innogy share in connection with the merger squeeze-out and intention regarding dividend 2019

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

Today, E.ON Verwaltungs SE submitted a concretising squeeze-out request in accordance with Article 9 para. 1 lit. c) ii) of the SE Regulation in conjunction with section 62 paras. 1 and 5 of the German Transformation Act (Umwandlungsgesetz - UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz - AktG) and asked the Executive Board of innogy SE to convene an extraordinary general meeting of innogy SE that would resolve on the transfer of the minority shareholders' shares in innogy SE to E.ON Verwaltungs SE in exchange for an appropriate cash compensation in connection with the merger of innogy SE into E.ON Verwaltungs SE.

E.ON Verwaltungs SE is a 100% indirect subsidiary of E.ON SE and holds 90% of the shares in innogy SE. E.ON Verwaltungs SE has determined the amount of the cash compensation at an amount of EUR 42.82 per innogy share. This corresponds to a volume-weighted average price for the innogy shares over the three months' period prior to the announcement (on 4 September 2019) of the intention to exclude the minority shareholders. The court-appointed expert auditor has confirmed the cash compensation's appropriateness.

The conclusion and notarisation of the merger agreement between innogy SE and E.ON Verwaltungs SE shall take place on 22 January 2020. It is intended to convene an extraordinary general meeting on 4 March 2020 that shall resolve on the transfer of shares of innogy's minority shareholders to E.ON Verwaltungs SE in exchange for a cash compensation in the amount of EUR 42.82 per innogy share.

The effectiveness of the merger squeeze-out depends on the approving resolution of the general meeting of innogy SE and the registration of the transfer resolution and the merger in the commercial register of E.ON Verwaltungs SE and innogy SE, respectively.

Together with the squeeze-out request, E.ON Verwaltungs SE informed innogy SE that, in case of the transfer of the minority shareholders' shares to E.ON Verwaltungs SE not being registered with the commercial register and therefore effective until the next annual general meeting of innogy SE, E.ON Verwaltungs SE intends to support the distribution of a dividend only in the statutory minimum amount of 4% of the registered share capital.