Design Hotels AG: Cash compensation for merger squeeze-out determined at EUR 4.00 per share

PRESS RELEASE 

Berlin, October 23, 2020 - Today, Marriott DH Holding AG ("Marriott DH Holding") has confirmed its request to Design Hotels AG ("Design Hotels") for transfer of minority shares and announced that the cash compensation for the transfer of shares of the minority shareholders as part of the merger squeeze-out pursuant to section 62(1) and (5) of the German Transformation Act (UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (AktG) has been set at an amount of EUR 4.00 per Design Hotels share. 

The conclusion and notarization of the merger agreement between Design Hotels and Marriott DH Holding is envisaged to take place on 29 October 2020. The squeeze-out resolution is planned to be adopted by the annual general meeting of Design Hotels on 17 December 2020. 

The effectiveness of the cash merger squeeze-out is subject to the consent of the general meeting of Design Hotels and the registration of the transfer resolution and the merger in the commercial registers at the seats of Marriott DH Holding and Design Hotels. 

The Management Board

Upcoming appraisal proceedings in Germany

 ARENDTS ANWÄLTE will represent minority shareholders in following proceedings:

• ADLER Real Estate AG: DA (with ADO Group S.A, formerly ADO Properties S.A., as dominating party) or squeeze-out

• AMIRA Verwaltungs Aktiengesellschaft: squeeze-out

• AUDI AG: squeeze-out, virtual AGM on 31 Juli 2020, entry into commercial register delayed by action of voidance

• Axel Springer SE: squeeze-out, AGM on 26 November 2020

• BHS tabletop AG: merger squeeze-out, virtual AGM on 22 September 2020

• comdirect bank AG: merger squeeze-out, virtual AGM on 5 May 2020, entry of the squeeze-out decision into the commercial register delayed by actions in recission

• Design Hotels AG: merger squeeze-out in favour of Marriott DH Holding AG

• EASY SOFTWARE AG: DPLTA

• HSBC Trinkaus & Burkhardt AG: squeeze-out, AGM in 2020

• IMW Immobilien SE: squeeze-out, EGM on 6 August 2020

• ISARIA Wohnbau AG: squeeze-out, virtual AGM on 12 May 2020, entry of the squeeze-out decision into the commercial register delayed by actions in recission

• ISRA VISION AG: merger squeeze-out in favour of Atlas Copco Germany Holding AG

• MAN SE: merger squeeze-out in favour of Volkswagen subsidiary, Traton SE, postponed to 2021

• msg life ag: DA, AGM on 10 November 2020

• Nymphenburg Immobilien Aktiengesellschaft: squeeze-out 

• OSRAM Licht AG: DPLTA, EGM on 3 November 2020

• RENK AG: merger squeeze-out in favour of Rebecca BidCo AG, EGM end of 2020

• Schuler Aktiengesellschaft: squeeze-out in favour of ANDRITZ Beteiligungsgesellschaft IV GmbH, virtual AGM on 24 September 2020

• STADA Arzneimittel AG: squeeze-out in favour of Nidda Healthcare GmbH, EGM on 24 September 2020

• WESTGRUND Aktiengesellschaft: squeeze-out announced end of 2016, takeover offer by ADO Properties S.A.

(without obligation)

Solventis publishes "Endgame Study 2020" (Endspiel-Studie 2020)

Press release of Solventis (translation)

It's that time again, the printing press for Solventis' 15th Endgame Study has started.

We understand “endgames” to refer to companies that have already announced structural measures such as domination and profit and loss transfer agreements (DPLTA) or squeeze-outs, or where such a structural measure could be pending. Endgames have a more favorable risk profile than "normal" equity investments with comparable returns.

The performance of our final favorites last year left a lot to be desired. At -15.4%, it was just as weak as during the financial crisis. An additional performance contribution of one percentage point was made by reworks from previous favorites (AXA Group, Dyckerhoff), so that the total was -14.3%.

Despite this damper, our favorites have outperformed the DAX (126%), MDAX (250%) and SDAX (175%) with 257% since they were launched in 2006. The study contains further explanations for calculating the track record of our favorites.

In the context of completed award proceedings, the improvements since last year's Endgame Study amounted to 14.1% including interest. This includes cases without subsequent improvement ("zeros"). Without zeros we come to a plus of 25.9% including interest. 56% (previous year: 51%) of the award proceedings were improved.

We have rearranged the portfolio for the current study. The reason for each favorite is given in a brief analysis along with a model (if it makes sense). Our endgame favorites offer, from a fundamental point of view, upside potential and, in addition, the chance of an endgame.

In addition, we present the completed award proceedings with regard to the squeeze-out at Softship AG. According to the court decisions in this case, over-the-counter market prices can be used for the 3M average as a minimum for the squeeze-out compensation. We provide background information on the court decisions and prepare over-the-counter market data for shares that have already been delisted.

Our Endgame 2020 universe comprises 256 companies. It is prepared and clearly summarized according to various criteria such as changes in the shareholder structure, critical thresholds for voting rights and share capital.

We are offering you this unique composition for sale at a price of € 995 plus VAT.

If you are interested, please contact us or send us the attached order. You will then receive the study immediately by post.

If you are interested or have any questions, please contact us. You can reach us either by phone on 06131/4860500 or by email to info@solventis.de.

Internet: http://www.solventis.de

Design Hotels AG: Merger Squeeze-out / Request for transfer of minority shares

Berlin, October 22, 2020 - Marriott DH Holding AG (hereinafter referred to as "Marriott DH Holding") submitted to the management board of Design Hotels AG (hereinafter the "Company") the formal request pursuant to section 62(1) and (5) sentence 1 of the German Transformation Act (Umwandlungsgesetz - "UmwG") in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz - "AktG") to undertake the procedure of transfer of shares of the minority shareholders of the Company for reasonable compensation in cash in connection with a merger between the Company and Marriott DH Holding by way of absorption (so-called merger squeeze-out) and for this purpose have the general meeting of the Company to resolve on the transfer of the shares of the minority shareholders of the Company to Marriott DH Holding within three months upon conclusion of the merger agreement. The amount of the cash compensation to be paid by Marriott DH Holding to the minority shareholders of the Company will be communicated at a later stage. 

Marriott DH Holding has evidenced that it holds shares of the Company representing more than 90 percent of the share capital and is thus main shareholder within the meaning of section 62(5) sentence 1 of the German Transformation Act. 

The effectiveness of the merger squeeze-out is still subject to approval by the general meeting of the Company and the registration of the transfer resolution and the merger in the commercial registers at the seats of Marriott DH Holding and the Company. 

The Management Board

Special audit report on the agenda of the upcoming AGM of Kabel Deutschland Holding AG

At the upcoming (virtual) general meeting of Kabel Deutschland Holding AG on 6 November 2020 the report on the special audit ordered by the County Court of Munich in 2016 on the takeover by the Vodafone Group will be on the agenda .

Excerpt from the invitation to the general meeting:

"6. Presentation and publication of the report of the special auditor Mr. Martin Schommer, c/o Constantin GmbH, Frankfurt am Main, on the special audit under the German Stock Corporation Act (AktG) in accordance with section 142 et seq. German Stock Corporation Act at Kabel Deutschland Holding AG, by decision of the Munich Regional Court I (Landgericht Muenchen I), taken on 9 June 2016 (file number: 17 HK O 6754/15) 

The motion for the appointment of a special court auditor in accordance with section 142 (2) German Stock Corporation Act (AktG) was filed by a qualified minority of shareholders. On 9 June 2016, the Munich Regional Court I resolved to order a special audit (file number: 17 HK O 6754/15). According to the court decision, within the framework of the special audit, the special auditors at Kabel Deutschland Holding AG were to examine the actions and measures of the Management Board and/or Supervisory Board in connection with a potential or definite future takeover of the Company by a third party and the impact of these actions and measures on the effected takeover by Vodafone Vierte Verwaltungs AG as well as all related internal and external communication by the Management Board and/or Supervisory Board and the communication between the two bodies after 31 March 2013, as well as changes in the incentive structure for members of the Company's bodies in connection with these contacts at the time. The Munich Regional Court I appointed Mr. Martin Schommer, auditor/tax consultant c/o Constantin GmbH, Neue Boersenstr. 6, Frankfurt am Main, as special auditor. The report of the special auditor was submitted to the Company on 25 August 2020. The Board of Management submitted the special audit report to the Supervisory Board. The report is hereby published by notice as an agenda item in accordance with section 145 (6) sentence 5 German Stock Corporation Act (AktG). 

The Company received the report of the special auditor only a few days before the document convening the Ordinary General Meeting was adopted. Up to that point in time, the Company's executive bodies had not yet been able to make a final evaluation - 3 - C2 General and assessment. The special audit report will be comprehensively examined, also with regard to whether and what consequences must be drawn from any auditing and reporting deficiencies. A detailed opinion will be provided at the General Meeting."

Supplementary information:

press release of Elliott of 6 September 2016 on the special audit: https://spruchverfahren.blogspot.com/2016/09/elliott-begrut-entscheidung-der-kabel.html

court decision on the special audit: https://spruchverfahren.blogspot.com/2016/06/elliott-begrut-entscheidung-des.html

application for a special audit: https://spruchverfahren.blogspot.com/2015/04/elliott-beantragt-beim-landgericht.html

Upcoming AGM of msg systems AG to decide on control agreement

The virtual AGM of msg systems AG on 10 November 2020 will decide on a control agreement, see # 5 of the agenda:

msg systems AG and msg life ag concluded a control agreement on 25 September 2020. The control agreement shall take effect when entered in the commercial register of msg life ag. A prerequisite for it being entered and hence a prerequisite for its effectiveness are the approval of the annual general meeting of msg life ag and the approval of the annual general meeting of msg systems AG of the control agreement. The annual general meeting of msg systems AG is expected to pass a resolution on 10 November 2020 about the consent regarding the control agreement between msg systems AG and msg life ag dated 25 September 2020.

Appraisal procedure with regard to the squeeze-out at HypoVereinsbank: Court requests a written supplementary valuation report - hearing to continue on 10 February 2021

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

In the apparaisal proceedings with regard to the squeeze-out at HypoVereinsbank (HVB), the court-appointed appraisers, auditors Andreas Creutzmann (IVA VALUATION & ADVISORY AG) and Prof. Dr. Christian Aders (c/o ValueTrust Financial Advisors SE), presented their valuation report at the beginning of 2018. The experts came to a "cumulative consideration of all value effects" at a value per HVB share of EUR 41.55. The "cumulative deviation in value" amounts to EUR 3.29 per HVB share or 8.6 % more than the value of EUR 38.26, determined by Ernst & Young, see: https://spruchverfahren.blogspot.com/2018/01/spruchverfahren-zum-squeeze-out-bei-der_12.html

After submitting a written supplementary report dated 25 February 2020, the two experts should be heard on their report on 21 October 2020 (and possibly on 22 October 2020). In view of the renewed escalation of the COVID-19 pandemic, this date was postponed. According to the resolution of 16 October 2020, the hearing will continue on 10 February and possibly also on 11 February 2021.

Until then, the two court-appointed experts should answer a 19-page list of detailed questions in a written supplementary report. The questions concern i.a. the planned core capital ratio, the expense planning, the RWA (risk-weighted assets), the dividend/accumulation on which the valuation is based, the capitalization interest rate and special values. Further questions deal with, among others with Bank Austria BA-CA, BPH Bank Poland and International Moscow Bank (IMB).

County Court of Munich I (Landgericht München I), file no. 5 HK O 16226/08
SdK Schutzgemeinschaft der Kapitalanleger e.V. and others ./. UniCredit S.p.A.
302 applicants (originally)
Joint representative: Walter L. Grosse, 80333 Munich
Attorneys-at-law for the respondent UniCredit S.p.A.:
Freshfields Bruckhaus Deringer, 80333 Munich

ADLER Real Estate AG to increase capital and transfer all of its treasury shares to ADLER Group S.A. in debt-to-equity swap

Corporate News

Berlin, October 2, 2020 - With the approval of the Supervisory Board, the Management Board of ADLER Real Estate Aktiengesellschaft ("ADLER") has decided in the context of a debt-to-equity-swap as announced on August 30, 2020, to exercise the authorized capital in the amount of EUR 35,107,487.00 and to increase its share capital, which is currently registered with the commercial register, from EUR 71,063,743.00 to EUR 106,171,230.00. In addition, it was decided to transfer the ADLER's 1,603,232 treasury shares (approx. 2.2% of the share capital) to ADLER Group S.A. (formerly ADO Properties S.A., "ADLER Group") at a price of EUR 13.62.

In return, ADLER Group has transferred to ADLER a partial amount of the receivable under a shareholder loan in the amount of approx. EUR 500 million.