13 April 2020

Virtual general meeting on the merger law squeeze-out at comdirect bank AG

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

The merger law squeeze-out at comdirect bank AG in favor of COMMERZBANK Aktiengesellschaft is to be decided at the Annual General Meeting on Tuesday, May 5, 2020, 10:00 a.m., there under agenda item number 6. The meeting will be held without the physical presence of the shareholders, i.e. conducted as a virtual general meeting (facilitated by a recent temporary change of the law in response to the COVID-19 crisis).

COMMERZBANK had set the cash compensation at EUR 12.75:
https://spruchverfahren.blogspot.com/2020/03/comdirect-bank-ag-barabfindung-fur.html

In order to exceed the threshold of 90% required for a merger law squeeze-out, COMMERZBANK subsidiary Commerzbank Inlandsbanken Holding AG had paid EUR 15.15 per comdirect share to Petrus Advisers Ltd. for a share package (plus reimbursement of costs and processing fee of 0.75% of the total purchase price), see: https://spruchverfahren.blogspot.com/2020/01/commerzbank-inlandsbanken-holding-ag.html

By acquiring the comdirect share package, COMMERZBANK avoided the much more complex route of a merger with the main shareholder, discussed as "plan B", see:
https://spruchverfahren.blogspot.com/2019/12/die-commerzbank-scheitert-wie-erwartet.html

The appropriateness of the cash compensation offered will be judicially reviewed in an appraisal procedure.