AUDI AG announces new date for Annual General Meeting

Press release of AUDI AG

- The 131st Annual General Meeting of AUDI AG will be held on July 31, 2020.

- The shareholders’ meeting will take place as a virtual Annual General Meeting due to the corona pandemic.

- CFO Arno Antlitz: “The health and protection of the shareholders have priority.”

- One of the items on the agenda is the vote on the announced squeeze-out.

Ingolstadt, June 24, 2020 – The Audi Board of Management has announced that the new date of the 131st Annual General Meeting is July 31, 2020. The originally foreseen date (May 14, 2020) had previously been postponed in connection with the planned transfer of shares from Audi’s minority shareholders to the majority shareholder Volkswagen AG. The agenda includes a resolution on the so-called squeeze-out. Due to the ongoing corona pandemic, the Audi Annual General Meeting will be held as a virtual Annual General Meeting for the protection of shareholders.

“We are pleased to be able to offer our shareholders an online format to exercise their shareholder rights. The health and protection of our shareholders have priority for the Audi Board of Management and the Audi Supervisory Board,” said Dr. Arno Antlitz, Member of the Board of Management of AUDI AG for Finance and Legal Affairs.

In the context of the corona-related ban on large-scale events, AUDI AG is for the first time holding its Annual General Meeting online. The shareholders will be able to follow the entire virtual Annual General Meeting live via the shareholder portal. Shareholders also have the opportunity to submit questions in advance and to exercise their voting rights via the shareholder portal or by postal vote.

Among other things, the Annual General Meeting will vote on the transfer of the shares held by Audi minority shareholders to the majority shareholder Volkswagen AG; this affects approximately 0.36 percent of the share capital of AUDI AG. Volkswagen AG had requested the squeeze-out on February 28, 2020 as part of the Group-wide reorganization of competencies and responsibilities within the Volkswagen Group. The squeeze-out is intended to reduce administrative expenses, streamline structures, and prepare the way for the more agile and flexible management of future issues throughout the Group by means of an optimum job split within the Volkswagen Group. In this context, Audi is taking the lead for research and development for the Volkswagen Group. Audi is to retain the legal form of a stock corporation in the future.

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Annotation:

Volkswagen AG specified that it has set the cash settlement to be paid to the minority shareholders in return for the transfer of their shares at EUR 1,551.53 per AUDI AG share.

Asklepios Kliniken GmbH & Co. KGaA takes over majority in RHÖN-KLINIKUM AG - B. Braun accepts takeover offer and gets out

By Martin Arendts

The pharmaceutical and medical supplies provider B. Braun Melsungen AG gets out of the hospital operator RHÖN-KLINIKUM AG. B. Braun has accepted the takeover offer by the Hamburg hospital group Asklepios, which wants to take over RHÖN completely. The background is a joint venture agreed between RHÖN-KLINIKUM company founder Eugen Münch and Asklepios: https://spruchverfahren.blogspot.com/2020/02/asklepios-und-rhon-klinikum-grunder.html

B. Braun is ending its multi-year engagement with RHÖN, the company said. The pharmaceutical and medical supplies provider has been a major shareholder in RHÖN-KLINIKUM AG since 2013 and most recently held around 25 % of the shares. B. Braun had long bitterly resisted the takeover of RHÖN. At an extraordinary general meeting in early June, B. Braun unsuccessfully attempted to have several members of the RHÖN supervisory board, including company founder and chief controller Eugen Münch, dismissed.

Asklepios wants to take over RHÖN-KLINIKUM AG completely and shorten the gap to industry leader Fresenius Helios - with the help of RHÖN founder and partner Münch. Together, they already held more than 50% of RHÖN shares. The remaining shareholders were offered a takeover bid for EUR 18 per share, which the Management Board and the Supervisory Board had approved.

The Federal Cartel Office (Bundeskartellamt) approved the proposed takeover. Negotiations are ongoing at RHÖN about the separation of boss Stephan Holzinger. With B. Braun's exit from Rhön and the transfer of the shares, Asklepios is taking a big step closer to the goal of fully taking over the clinic operator.

Regarding the takeover offer on the BaFin website:
https://www.bafin.de/SharedDocs/Downloads/DE/Angebotsunterlage/rhoen_klinikum_ag.html;jsessionid=2A957B42A6AAA4FA48B56910E97C60E7.2_cid392?nn=7845970

Volkswagen AG sets cash settlement for the transfer of the shares of the minority shareholders of AUDI AG at EUR 1,551.53

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

Ingolstadt, June 16, 2020 - Volkswagen AG, Wolfsburg, today confirmed to AUDI AG its formal request of 28 February 2020 regarding the transfer of the shares of the minority shareholders of AUDI AG to Volkswagen AG pursuant to Section 327a para. 1 sentence 1 of the German Stock Corporation Act (AktG). In this respect, Volkswagen AG announced and specified that it has set the cash settlement to be paid to the minority shareholders in return for the transfer of their shares at EUR 1,551.53 per AUDI AG share.

The resolution on the transfer shall be passed at AUDI AG's next Annual General Meeting, which is expected to take place in July or in August 2020.

Two million page views of the SpruchZ blogs

The two blogs "SpruchZ: Spruchverfahren Recht & Praxis" and "SpruchZ: Shareholders in Germany" have broken the threshold of two million page views, what is gratifying for a very special topic. SpruchZ contributions are also published at wallstreet:online and on other websites, such as on the XING group "Company valuation and appraisal proceedings" (see: https://www.xing.com/communities/groups/unternehmensbewertung-and-spruchverfahren-151f-1077308/posts).

Squeeze-out at Axel Springer SE

Traviata B.V. has informed the Executive Board of Axel Springer SE that it intends to promptly squeeze out the minority shareholders of Axel Springer SE. Traviata B.V. is a holding company owned by funds advised by KKR. The resolution of the Annual General Meeting on a squeeze-out should take place this calendar year, probably in the fourth quarter.

The Supervisory Board and the Executive Board of Axel Springer SE then decided to postpone the ordinary general meeting of shareholders convened for 17 June 2020 to the fourth quarter and to combine this with the resolution on the squeeze-out. This will avoid having to hold two general meetings in 2020. In June 2020, Axel Springer SE will make a down payment of 50 percent of the planned dividend, corresponding to EUR 0.58 per share of Axel Springer SE.

Traviata B.V is in coordination with the other major shareholders of Axel Springer SE for the intended squeeze-out. Together, these major shareholders hold around 99.1 percent of the shares in Axel Springer; 95 percent of the shares are required for a squeeze-out request.

Upcoming appraisal proceedings in Germany

ARENDTS ANWÄLTE will represent minority shareholders in following proceedings:

• ADLER Real Estate AG: DA

• AUDI AG: squeeze-out

• Axel Springer SE: squeeze-out

• BHS tabletop AG: merger squeeze-out

• comdirect bank AG: merger squeeze-out

• First Sensor AG: DA

• HSBC Trinkaus & Burkhardt AG: squeeze-out

• innogy SE: merger squeeze-out 

• ISARIA Wohnbau AG: squeeze-out 

• Kontron S&T AG: squeeze-out

• MAN SE: merger squeeze-out

• OSRAM Licht AG: DA planned

• Schuler Aktiengesellschaft: squeeze-out 

• STADA Arzneimittel AG: squeeze-out

• WESTGRUND Aktiengesellschaft

(without obligation)

Merger squeeze-out at innogy SE entered into the commercial register

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

The extraordinary general meeting of the energy company innogy SE on 4 March 2020, had approved the merger squeeze-out demanded by the main shareholder Eon, see: https://spruchverfahren.blogspot.com/2020/03/auerordentliche-hauptversammlung-der.html.

The squeeze-out resolution, as well as the merger with E.ON Verwaltungs SE (which was re-named innogy SE at the same time) have now been entered in the commercial register on 2 June 2020, so that the exclusion of minority shareholders has become effective.

The entry of the squeeze-out resolution in the commercial register was delayed by actions for rescission: https://spruchverfahren.blogspot.com/2020/06/innogy-se-anfechtungsklagen-gegen-den.html

The compensation payment for the squeeze-out, offered by Eon for the squeeze-out in the amount of EUR 42.82 per innogy share, will be subject to an appraisal procedure.