26 February 2021
23 February 2021
TLG IMMOBILIEN AG: TLG IMMOBILIEN AG intends to launch public self-tender offer for up to 5.22% of the share capital
- Buy-back of up to 5.22% of the Company's share capital against payment of a cash consideration in a purchase price range of EUR 24.25 to EUR 26.00 per share
- The acceptance period is expected to run from February 20, 2021 through March 20, 2021
- After expiration of the acceptance period TLG will determine the final offer volume and will publish the respective final purchase price
Berlin, February 17, 2021 - Today the management board of TLG IMMOBILIEN AG ("TLG" or the "Company") resolved, with the approval of the supervisory board, to utilize the authorization of the annual general meeting of May 21, 2019, to buy back up to 5.85 million shares of the Company (corresponding to up to 5.22% of the Company's share capital based on the voting rights notification dated January 29, 2021) by way of a public self-tender offer for a purchase price within a purchase price range of EUR 24.25 to EUR 26.00 per share (excluding ancillary acquisition costs).
The offer document is expected to be published on February 19, 2021 on the website of TLG (https://www.tlg.eu/en/) under the section "Investor Relations - Self-Tender", as well as in the Federal Gazette (Bundesanzeiger) at https://www.bundesanzeiger.de. TLG shareholders will have the opportunity to accept the public self-tender offer during the acceptance period which will run from February 20, 2021 through March 20, 2021 at 24:00 (midnight) (CET) upon the expected publication of the offer document on February 19, 2021 and may be extended.
The rationale behind the public self-tender offer is to benefit from the significant share price discount to the underlying net asset value and current operational performance of TLG.
TLG shareholders may tender all or part of TLG shares by either specifying a price within the price range or with no specified price in which case they will commit to selling their tendered TLG shares at the final purchase price as determined by the Company after expiration of the acceptance period. The final purchase price for all TLG shares acquired will be equal to the highest price TLG will have to pay in order to purchase the final offer volume as set by TLG. In the event that, based on the tenders, TLG is in a position to only acquire a number of TLG shares equal to or lower than 2,00% of TLG's share capital the final purchase price will be equal to the highest price specified in any of the tenders.
If the public self-tender offer is oversubscribed the relevant tenders will be accounted for on a pro rata basis. An oversubscription occurs if the aggregate number of TLG Shares tendered with no specified price and at a specified price which is equal to or lower than the final purchase price exceeds the final offer volume as determined by the Company. Tenders for one hundred TLG shares or fewer will be considered with preference.
TLG expects to publish the final purchase price and the final offer volume in the Federal Gazette and on the Company's website following expiration of the acceptance period on March 24, 2021. All publications by TLG in connection with the public self-tender offer are available in German and as a non-binding English translation at https://www.tlg.eu/en/ under the section "Investor Relations - Self-Tender Offer".
17 February 2021
HumanOptics AG: Request by the main shareholder to execute a merger squeeze-out
Erlangen, 21 January 2021 – Today, the Management Board of HumanOptics AG (ISIN DE000A1MMCR6) has received the formal request of HumanOptics Holding AG, with its registered office in Frankfurt am Main, ("Holding") 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 execute the procedure for the transfer of the shares of the minority shareholders of HumanOptics AG in exchange for an appropriate cash compensation in connection with a merger of HumanOptics AG into the Holding by absorption (so-called merger squeeze-out) and for this purpose to have the general meeting of HumanOptics AG pass a resolution on the transfer of the shares of the minority shareholders of HumanOptics AG within three months upon conclusion of the merger agreement. The Holding intends to simplify its shareholding structure with the group merger, in connection with which the minority shareholders of HumanOptics AG are to be excluded. The merger agreement shall contain a statement pursuant to section 62(5) sentence 2 German Transformation Act that a squeeze-out of the minority shareholders of HumanOptics AG as the transferring entity shall occur in the context of the merger. The Holding will communicate the amount of the appropriate cash compensation, which the Holding will pay to the minority shareholders of HumanOptics AG in return for the transfer of the shares, at a later date. The Holding will submit a written report to the general meeting of HumanOptics AG, which will set out the conditions for the transfer of the shares of the minority shareholders of HumanOptics AG and explain the appropriateness of the cash compensation.
15 February 2021
Cologne District Court wants expert opinion from a university professor on the objectified company value according to IDW S 1: Value according to IDW S 1 only minimum value of the company?
by Attorney-at-law Martin Arendts, M.B.L.-HSG
In the award procedure with regard to the squeeze-out at Deutsche Postbank AG, the County Court of Cologne announced in an unusual step that it wants to commission a university lecturer in business administration with a specialization in corporate valuation theory to check whether the standard IDW S 1, the corporate valuation standard published by the private association Institut der Wirtschaftsprüfer in Deutschland e.V. (IDW), was sustainable. In the expert opinion to be obtained, it should be checked whether the objectified company value according to IDW S 1 reaches the valuation target, according to section 327a AktG (German Stock Corporation Act) the market value of the company. According to the case law of the BGH, the theoretical market price is to be estimated, i.e. the proceeds that would be achieved if the company were sold as a whole.
The county court expresses doubts as to whether IDW S 1 is actually recognized in business administration theory and explains:
"Due to the broad criticism of business administration of the objectified company value according to IDW S 1, the Chamber has considerable doubts as to whether this value is recognized in theory, which is assumed almost without exception in court decisions. According to this, statements by IDW represent and form a recognized expert opinion as an expert opinion, a source of knowledge for the methodically correct procedure in the fundametalanalytical determination of the company value.
See OLG Stuttgart, decision of June 5, 2013 - 20 W 6/10 -, Rn. 144, juris
Currently, the Chamber only assumes that IDW S 1 is recognized and applied by the auditor's own profession, but is not theoretically recognized by business administration. Only the capitalized earnings method on which IDW S 1 is based is theoretically recognized, but not the objectified company value according to IDW S 1. However, the capitalized earnings method does not necessarily lead to correct and theoretically recognized values, but only to appropriate values.
Cf. Böcking/Rauschenberg in: Fleischer/Hüttermann, Legal Handbook on Company Valuation, 2nd Edition 2019, Business Valuation Theory, Section 2, par. 2, 15.
(...)
According to the Chamber's current assessment, the objectified value according to IDW S 1 only represents the minimum value for the company. This value can still be below the subjective marginal prices of the minority shareholders, at which they can withdraw without disadvantage. A fortiori, the objectified company value does not reflect a market value in the sense of section 194 BauGB or 9 par. 2 BewG."
The County Court of Cologne therefore wants to ask the expert to answer the following questions:
"1. Can the objectified company value according to IDW S 1 apply from a theoretical point of view as a sustainable approximation of the market value of the company?
2. From a theoretical point of view, can the objectified company value according to IDW S 1 apply as a sustainable approximation to the marginal price of minority shareholders?
3. If applicable:
a. Is it possible to reliably determine the market value of the company using theoretically accepted valuation methods?
b. With which valuation methods - possibly also in parallel application - can the best possible approximation to the market value of the company be achieved?
c. Can fair value or fairness opinion approaches be taken into account?
d. Is a typification of subjective characteristics (e.g. a typical market buyer) possible to approximate the market value? Which typification is appropriate then?
e. Or should at least two standardized decision values (marginal price of a seller and marginal price of a buyer) be included in an approximation of the market value?"
The participants to the proceeding can comment until March 17, 2021.