Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
The Board of Management of Uniper today resolved, with the consent of the Supervisory Board, on a capital increase using the Authorized Capital 2022 created by the general meeting on 19 December 2022. The share capital of the Company of EUR 8,622,132,000.10 is to be increased by EUR 5,538,029,306.60 to EUR 14,160,161,306.70 by issuing 3,257,664,298 new registered no-par value shares with a pro rata amount of the share capital of EUR 1.70 per new share (New Shares) against cash contributions. The New Shares shall carry dividend rights from 1 January 2022. The shareholders' statutory subscription rights are excluded. Only the Federal Republic of Germany or a person specified in Section 29 (6) EnSiG is permitted to subscribe for the New Shares.
22 December 2022
16 December 2022
RAS Beteiligungs GmbH: Bidders connected to XXXLutz Group secure 80.94% of home24 shares
- Entities connected to XXXLutz have already secured a stake of around 80.94% in the current share capital of home24 – including shares from capital increase, share purchases and other instruments
- 19,315,319 shares tendered within the acceptance period, which ended on 9 December
- Further acceptance period commences on 15 December and ends on 28 December
- Management Board and Supervisory Board of home24 have recommended acceptance of the Offer
- XXXLutz intends to delist the home24 shares after completion of the Offer
Wels, 14 December 2022 – RAS Beteiligungs GmbH, LSW GmbH and SGW-Immo-GmbH, three entities connected to XXXLutz Group (“XXXLutz”) today announced the result of their voluntary public takeover offer (the “Offer”) to the shareholders of home24 SE (“home24” or the “Company”). A total of 19,315,319 shares were tendered within the acceptance period that ended on 9 December 2022. Based on an increased total share capital of the Company of 33,578,132 shares as of this record date due to the issuance of 2,168 shares from contingent capital, this represents a stake of 57.52% in the share capital and voting rights of home24. Together with the shares from the capital increase announced on 5 October 2022, subscribed by entities connected to XXXLutz and already implemented, as well as share purchases and other instruments, XXXLutz has secured a stake of approximately 80.94% in the current share capital of home24.
The remaining home24 shareholders will now have a time-limited additional opportunity to accept the Offer. In accordance with the German Securities Acquisition and Takeover Act (WpÜG), shareholders who have not yet tendered their shares can accept the Offer by tendering their home24 shares during the additional acceptance period at the attractive offer price of EUR 7.50 in cash per share. The additional acceptance period begins on 15 December 2022 and ends on 28 December 2022 at midnight (CET). The offer will expire at the end of the additional acceptance period. XXXLutz intends to delist the home24 shares after completion of the offer.
In their reasoned statement pursuant to Section 27 WpÜG, the Management Board and the Supervisory Board of home24 have recommended that the shareholders of the Company accept the Offer. Both boards have particularly highlighted the financial attractiveness of the Offer. Completion of the Offer remains subject to customary antitrust approvals.
The Offer is made on and subject to the terms and conditions set out in the offer document. The offer document is available online in German and as a non-binding English translation along with other information related to the Offer at: www.xxxlutz-offer.com. In addition, the offer document can be ordered free of charge through the central settlement agent, UniCredit Bank AG, MAC2RT, Arabellastrasse 12, 81925 Munich, Germany (orders to be submitted by email, stating postal address, at tender-offer@unicredit.de).
About XXXLutz
XXXLutz has grown steadily in the 77 years of its existence. The XXXLutz Group operates more than 370 furniture stores in 13 European countries (Austria, Germany, Czech Republic, Hungary, Slovenia, Slovakia, Croatia, Romania, Bulgaria, Switzerland, Sweden, Serbia and Poland) and employs more than 25,700 people. With an annual turnover of EUR 5.34 billion, XXXLutz Group is one of the three largest furniture retail groups in the world.
About home24
home24 is a leading pure-play home & living e-commerce platform in continental Europe and Brazil. With more than 250,000 home & living products in Europe and over 200,000 articles in Latin America, home24 offers a unique selection of large and small furniture pieces, garden furnishings, mattresses and lighting. home24 is headquartered in Berlin and employs around 3000 people worldwide. The company is active in seven European markets: Germany, France, Austria, the Netherlands, Switzerland, Belgium and Italy. home24 is also active in Brazil under the Mobly brand. The group also includes the lifestyle brand Butlers with 100 stores in the DACH region and an additional 25 in the rest of Europe. home24 is listed on the Frankfurt Stock Exchange (ISIN DE000A14KEB5).
- 19,315,319 shares tendered within the acceptance period, which ended on 9 December
- Further acceptance period commences on 15 December and ends on 28 December
- Management Board and Supervisory Board of home24 have recommended acceptance of the Offer
- XXXLutz intends to delist the home24 shares after completion of the Offer
Wels, 14 December 2022 – RAS Beteiligungs GmbH, LSW GmbH and SGW-Immo-GmbH, three entities connected to XXXLutz Group (“XXXLutz”) today announced the result of their voluntary public takeover offer (the “Offer”) to the shareholders of home24 SE (“home24” or the “Company”). A total of 19,315,319 shares were tendered within the acceptance period that ended on 9 December 2022. Based on an increased total share capital of the Company of 33,578,132 shares as of this record date due to the issuance of 2,168 shares from contingent capital, this represents a stake of 57.52% in the share capital and voting rights of home24. Together with the shares from the capital increase announced on 5 October 2022, subscribed by entities connected to XXXLutz and already implemented, as well as share purchases and other instruments, XXXLutz has secured a stake of approximately 80.94% in the current share capital of home24.
The remaining home24 shareholders will now have a time-limited additional opportunity to accept the Offer. In accordance with the German Securities Acquisition and Takeover Act (WpÜG), shareholders who have not yet tendered their shares can accept the Offer by tendering their home24 shares during the additional acceptance period at the attractive offer price of EUR 7.50 in cash per share. The additional acceptance period begins on 15 December 2022 and ends on 28 December 2022 at midnight (CET). The offer will expire at the end of the additional acceptance period. XXXLutz intends to delist the home24 shares after completion of the offer.
In their reasoned statement pursuant to Section 27 WpÜG, the Management Board and the Supervisory Board of home24 have recommended that the shareholders of the Company accept the Offer. Both boards have particularly highlighted the financial attractiveness of the Offer. Completion of the Offer remains subject to customary antitrust approvals.
The Offer is made on and subject to the terms and conditions set out in the offer document. The offer document is available online in German and as a non-binding English translation along with other information related to the Offer at: www.xxxlutz-offer.com. In addition, the offer document can be ordered free of charge through the central settlement agent, UniCredit Bank AG, MAC2RT, Arabellastrasse 12, 81925 Munich, Germany (orders to be submitted by email, stating postal address, at tender-offer@unicredit.de).
About XXXLutz
XXXLutz has grown steadily in the 77 years of its existence. The XXXLutz Group operates more than 370 furniture stores in 13 European countries (Austria, Germany, Czech Republic, Hungary, Slovenia, Slovakia, Croatia, Romania, Bulgaria, Switzerland, Sweden, Serbia and Poland) and employs more than 25,700 people. With an annual turnover of EUR 5.34 billion, XXXLutz Group is one of the three largest furniture retail groups in the world.
About home24
home24 is a leading pure-play home & living e-commerce platform in continental Europe and Brazil. With more than 250,000 home & living products in Europe and over 200,000 articles in Latin America, home24 offers a unique selection of large and small furniture pieces, garden furnishings, mattresses and lighting. home24 is headquartered in Berlin and employs around 3000 people worldwide. The company is active in seven European markets: Germany, France, Austria, the Netherlands, Switzerland, Belgium and Italy. home24 is also active in Brazil under the Mobly brand. The group also includes the lifestyle brand Butlers with 100 stores in the DACH region and an additional 25 in the rest of Europe. home24 is listed on the Frankfurt Stock Exchange (ISIN DE000A14KEB5).
10 December 2022
va-Q-tec AG: Prospectively near-term conclusion of a Business Combination Agreement with EQT Private Equity and approval of a cash capital increase without subscription rights of approx. 10%
Publication of inside information pursuant to Art. 17 (1) of Regulation (EU) 596/2014 on market abuse (Market Abuse Regulation)
Würzburg, 09. December 2022. The Management Board of va-Q-tec AG (“va-Q-tec”) is prospectively about to enter into a Business Combination Agreement with sotus 861. GmbH (in future: Fahrenheit AcquiCo GmbH) (the “Bidder”) and its sole shareholder, both of which are controlled by the EQT X Fund (hereinafter together with Bidder “EQT Private Equity”), in order to support the company’s long-term growth by way of a strategic partnership. In this context, EQT Private Equity is prospectively about to announce that it intends to submit a voluntary public takeover offer (“Takeover Offer”) to the shareholders of va-Q-tec to acquire all no-par-value registered shares of va-Q-tec AG (ISIN DE0006636681 / WKN 663668) (“va-Q-tec Shares”) against payment of a cash consideration in the amount of EUR 26.00 per va-Q-tec Share. The prospective near-term announcement of the Takeover Offer by EQT Private Equity would correspond to a premium of 103.6% in relation to the volume-weighted average price of the va-Q-tec share over the past three months prior to today’s announcement.
In the Business Combination Agreement, va-Q-tec and EQT Private Equity intend to agree on the terms of the Takeover Offer. Subject to, inter alia, the review of the offer document still to be published by EQT Private Equity, va-Q-tec’s Management and Supervisory boards intend to support the Takeover Offer. The Business Combination Agreement, if successful, would provide that EQT Private Equity combine va-Q-tec’s service and systems business for the pharmaceutical industry with one of its portfolio companies, Envirotainer AB (“Envirotainer”), in which EQT Private Equity already holds an indirect majority interest, and develop va-Q-tec’s thermal energy efficiency and thermal box business within a separate, new company over the long term. Furthermore, EQT Private Equity intends to pursue a potential delisting va-Q-tec.
The Takeover Offer is to contain standard closing conditions, in particular a minimum acceptance rate of 62.5% of the existing share capital and is to be subject to regulatory approvals. The founding families of va-Q-tec AG hold in aggregate 3,464,635 va-Q-tec shares, corresponding to 25.8% of all va-Q-tec shares, which would be attributed to the Bidder and counted towards the minimum acceptance rate. The founding families of va-Q-tec AG intend to undertake to contribute the majority of the va-Q-tec shares they hold, and to remain invested in va-Q-tec together with EQT Private Equity.
In connection with the prospectively near-term conclusion of the Business Combination Agreement with EQT Private Equity, va-Q-tec’s Management Board intends to pass a resolution, with Supervisory Board consent, to increase the company’s share capital by approximately 10% against cash capital contributions, making partial use of the Approved Capital 2022/1 and excluding subscription rights (the “Capital Increase”). In this context, the implementation of the Capital Increase would be subject to the completion of the Takeover Offer. Upon completion of the Takeover Offer, EQT Private Equity would subscribe for the new shares at a price of EUR 26.00 per share. Following the implementation of the Capital Increase, the share capital of va-Q-tec would thereby increase by EUR 1,341,500, from EUR 13,415,000.00 to EUR 14,756,500. The proceeds of EUR 34,879,000 from the Capital Increase are to be deployed in order to finance, among other objectives, va-Q-tec’s further growth.
In connection with the prospectively near-term conclusion of the Business Combination Agreement, the Bidder also intends to submit to the va-Q-tec Management Board a request to initiate negotiations for the conclusion of a domination and profit and loss transfer agreement following the completion of the Takeover Offer.
Pursuant to their statutory obligations, once the Bidder has published the Offer Document, the Management and Supervisory boards of va-Q-tec AG would issue and publish a reasoned opinion concerning the Takeover Offer.
Würzburg, 09. December 2022. The Management Board of va-Q-tec AG (“va-Q-tec”) is prospectively about to enter into a Business Combination Agreement with sotus 861. GmbH (in future: Fahrenheit AcquiCo GmbH) (the “Bidder”) and its sole shareholder, both of which are controlled by the EQT X Fund (hereinafter together with Bidder “EQT Private Equity”), in order to support the company’s long-term growth by way of a strategic partnership. In this context, EQT Private Equity is prospectively about to announce that it intends to submit a voluntary public takeover offer (“Takeover Offer”) to the shareholders of va-Q-tec to acquire all no-par-value registered shares of va-Q-tec AG (ISIN DE0006636681 / WKN 663668) (“va-Q-tec Shares”) against payment of a cash consideration in the amount of EUR 26.00 per va-Q-tec Share. The prospective near-term announcement of the Takeover Offer by EQT Private Equity would correspond to a premium of 103.6% in relation to the volume-weighted average price of the va-Q-tec share over the past three months prior to today’s announcement.
In the Business Combination Agreement, va-Q-tec and EQT Private Equity intend to agree on the terms of the Takeover Offer. Subject to, inter alia, the review of the offer document still to be published by EQT Private Equity, va-Q-tec’s Management and Supervisory boards intend to support the Takeover Offer. The Business Combination Agreement, if successful, would provide that EQT Private Equity combine va-Q-tec’s service and systems business for the pharmaceutical industry with one of its portfolio companies, Envirotainer AB (“Envirotainer”), in which EQT Private Equity already holds an indirect majority interest, and develop va-Q-tec’s thermal energy efficiency and thermal box business within a separate, new company over the long term. Furthermore, EQT Private Equity intends to pursue a potential delisting va-Q-tec.
The Takeover Offer is to contain standard closing conditions, in particular a minimum acceptance rate of 62.5% of the existing share capital and is to be subject to regulatory approvals. The founding families of va-Q-tec AG hold in aggregate 3,464,635 va-Q-tec shares, corresponding to 25.8% of all va-Q-tec shares, which would be attributed to the Bidder and counted towards the minimum acceptance rate. The founding families of va-Q-tec AG intend to undertake to contribute the majority of the va-Q-tec shares they hold, and to remain invested in va-Q-tec together with EQT Private Equity.
In connection with the prospectively near-term conclusion of the Business Combination Agreement with EQT Private Equity, va-Q-tec’s Management Board intends to pass a resolution, with Supervisory Board consent, to increase the company’s share capital by approximately 10% against cash capital contributions, making partial use of the Approved Capital 2022/1 and excluding subscription rights (the “Capital Increase”). In this context, the implementation of the Capital Increase would be subject to the completion of the Takeover Offer. Upon completion of the Takeover Offer, EQT Private Equity would subscribe for the new shares at a price of EUR 26.00 per share. Following the implementation of the Capital Increase, the share capital of va-Q-tec would thereby increase by EUR 1,341,500, from EUR 13,415,000.00 to EUR 14,756,500. The proceeds of EUR 34,879,000 from the Capital Increase are to be deployed in order to finance, among other objectives, va-Q-tec’s further growth.
In connection with the prospectively near-term conclusion of the Business Combination Agreement, the Bidder also intends to submit to the va-Q-tec Management Board a request to initiate negotiations for the conclusion of a domination and profit and loss transfer agreement following the completion of the Takeover Offer.
Pursuant to their statutory obligations, once the Bidder has published the Offer Document, the Management and Supervisory boards of va-Q-tec AG would issue and publish a reasoned opinion concerning the Takeover Offer.
02 December 2022
ADVA Optical Networking SE: Amount of the Recurring Compensation Payment under Domination and Profit and Loss Transfer Agreement with ADTRAN Holdings, Inc.
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Munich, Germany,29 November 2022.
On 18 October 2022, the management board of ADVA Optical Networking SE (“ADVA”) made public that a final draft of a domination and profit and loss transfer agreement with ADVA as the controlled company and Adtran Holdings, Inc. (“Adtran Holdings”) as the controlling company and had been drawn up. This included a cash compensation pursuant to Sec. 305 of the German Stock Corporation Act (Aktiengesetz – “AktG”) in the amount of EUR 17.21 per ADVA share and a annually recurring compensation payment under Sec. 304 AktG in the amount of EUR 0.59 gross or EUR 0.52 net per share and fiscal year of ADVA. These amounts were based on a rounded risk- and maturity-equivalent annuity interest rate (Verrentungszinssatz) of 3.0%. In the announcement, it was pointed out that possible changes in the interest rate environment might lead to slight increases in the annually recurring compensation payment. The parties had agreed on specific amounts for annuity interest rates in a range between 3.25–5.5%. The details are described in the invitation to the extraordinary general meeting of ADVA that was published in the German Federal Gazette (Bundesanzeiger) on 24 October 2022.
After today’s meeting with the valuation expert PVT Financial Advisors SE, the management board of ADVA assumes that the annuity interest rate on 30 November 2022 will remain unchanged at 3.0%. The extraordinary general meeting will, therefore, resolve on the conclusion of a domination and profit and loss transfer agreement, whose Sec. 4 para. 2 provides for an annually recurring compensation payment in the amount of EUR 0.59 gross or EUR 0.52 net (after deduction of current corporate income tax and solidarity surcharge) per share and fiscal year of ADVA. The cash compensation payment, the amount of which the parties intended not to be affected by a change in the annuity interest rate, continues to be EUR 17.21.
Munich, Germany,29 November 2022.
On 18 October 2022, the management board of ADVA Optical Networking SE (“ADVA”) made public that a final draft of a domination and profit and loss transfer agreement with ADVA as the controlled company and Adtran Holdings, Inc. (“Adtran Holdings”) as the controlling company and had been drawn up. This included a cash compensation pursuant to Sec. 305 of the German Stock Corporation Act (Aktiengesetz – “AktG”) in the amount of EUR 17.21 per ADVA share and a annually recurring compensation payment under Sec. 304 AktG in the amount of EUR 0.59 gross or EUR 0.52 net per share and fiscal year of ADVA. These amounts were based on a rounded risk- and maturity-equivalent annuity interest rate (Verrentungszinssatz) of 3.0%. In the announcement, it was pointed out that possible changes in the interest rate environment might lead to slight increases in the annually recurring compensation payment. The parties had agreed on specific amounts for annuity interest rates in a range between 3.25–5.5%. The details are described in the invitation to the extraordinary general meeting of ADVA that was published in the German Federal Gazette (Bundesanzeiger) on 24 October 2022.
After today’s meeting with the valuation expert PVT Financial Advisors SE, the management board of ADVA assumes that the annuity interest rate on 30 November 2022 will remain unchanged at 3.0%. The extraordinary general meeting will, therefore, resolve on the conclusion of a domination and profit and loss transfer agreement, whose Sec. 4 para. 2 provides for an annually recurring compensation payment in the amount of EUR 0.59 gross or EUR 0.52 net (after deduction of current corporate income tax and solidarity surcharge) per share and fiscal year of ADVA. The cash compensation payment, the amount of which the parties intended not to be affected by a change in the annuity interest rate, continues to be EUR 17.21.
14 November 2022
RAS Beteiligungs GmbH: Bidders connected to XXXLutz Group publish offer document for takeover of home24 – acceptance period commences
11.11.2022 / 12:13 CET/CEST
- Acceptance period starts today and ends on 9 December 2022
- Offer document published following approval by German Federal Financial Supervisory Authority (“BaFin”)
- Acceptance period starts today and ends on 9 December 2022
-Highly attractive cash offer of EUR 7.50 per share represents a premium of 124% over the closing price of the home24 share on 4 October 2022 and a 141% premium over the corresponding three-month volume-weighted average share price
-The Management Board and Supervisory Board of home24 support the offer
- XXXLutz has already secured a c. 68.7 % stake in the current share capital of home24
- XXXLutz intends to delist the home24 shares after completion of the offer
Wels, 11 November 2022 – RAS Beteiligungs GmbH, LSW GmbH and SGW-Immo-GmbH, three entities connected to XXXLutz Group (“XXXLutz”) have published the offer document for their voluntary public takeover offer (the “Offer”) to the shareholders of home24 SE (“home24”) today. Consequently, home24 shareholders can tender their shares starting today for the highly attractive cash offer of EUR 7.50 per share. The acceptance period ends on 9 December 2022 at 24:00 hrs (local time in Frankfurt am Main, Germany) or 6pm respectively (local time in New York). The publication of the offer document was approved by BaFin today.
The offer represents a highly attractive premium of 124% over the XETRA closing price of home24 on 4 October 2022, the last trading day prior to the announcement of the intention to launch the Offer on 5 October 2022, and a premium of 141% over the volume-weighted average share price during the three months prior to the announcement of the Offer.
The current overall macroeconomic situation, impacted by inflation and geopolitical tensions, is challenging. This is also reflected in consumer confidence, among other areas. XXXLutz and home24 are convinced that XXXLutz can serve as a financially strong partner and provide home24 with the stability and impetus it needs to pursue its future path in the current market environment. The Management Board and Supervisory Board of home24 plan to support the Offer and advise shareholders to accept it, subject to due diligence and fiduciary duties and pending the assessment of the offer document.
XXXLutz has already secured a stake of approximately 68.7 % in the current share capital of home24. This includes irrevocable undertakings by large shareholders to tender their shares, shares from the capital increase announced on 5 October 2022, subscribed to by XXXLutz and already executed, and share purchases as well as other instruments executed to date. Completion of the Offer will be subject to the antitrust approvals customary in the market as well as further customary conditions. The Offer is not subject to a minimum acceptance threshold. In addition, XXXLutz is considering a Delisting of the home24 shares from the stock exchange following completion of the Offer.
The offer document is available online in German and as a non-binding English translation along with other information related to the offer at: www.xxxlutz-offer.com. In addition, the offer document can be ordered free of charge through the central settlement agent, UniCredit Bank AG, MAC2RT, Arabellastrasse 12, 81925 Munich, Germany (orders to be submitted by email, stating postal address, at tender-offer@unicredit.de).
About XXXLutz
XXXLutz has grown steadily in the 77 years of its existence. The XXXLutz Group operates more than 370 furniture stores in 13 European countries (Austria, Germany, Czech Republic, Hungary, Slovenia, Slovakia, Croatia, Romania, Bulgaria, Switzerland, Sweden, Serbia and Poland) and employs more than 25,700 people. With an annual turnover of EUR 5.34 billion, XXXLutz Group is one of the three largest furniture retail groups in the world.
About home24
home24 is a leading pure-play home & living e-commerce platform in continental Europe and Brazil. With more than 250,000 home & living products in Europe and over 200,000 articles in Latin America, home24 offers a unique selection of large and small furniture pieces, garden furnishings, mattresses and lighting. home24 is headquartered in Berlin and employs around 3000 people worldwide. The company is active in seven European markets: Germany, France, Austria, the Netherlands, Switzerland, Belgium and Italy. home24 is also active in Brazil under the Mobly brand. The group also includes the lifestyle brand Butlers with 100 stores in the DACH region and an additional 25 in the rest of Europe. home24 is listed on the Frankfurt Stock Exchange (ISIN DE000A14KEB5).
Wels, 11 November 2022 – RAS Beteiligungs GmbH, LSW GmbH and SGW-Immo-GmbH, three entities connected to XXXLutz Group (“XXXLutz”) have published the offer document for their voluntary public takeover offer (the “Offer”) to the shareholders of home24 SE (“home24”) today. Consequently, home24 shareholders can tender their shares starting today for the highly attractive cash offer of EUR 7.50 per share. The acceptance period ends on 9 December 2022 at 24:00 hrs (local time in Frankfurt am Main, Germany) or 6pm respectively (local time in New York). The publication of the offer document was approved by BaFin today.
The offer represents a highly attractive premium of 124% over the XETRA closing price of home24 on 4 October 2022, the last trading day prior to the announcement of the intention to launch the Offer on 5 October 2022, and a premium of 141% over the volume-weighted average share price during the three months prior to the announcement of the Offer.
The current overall macroeconomic situation, impacted by inflation and geopolitical tensions, is challenging. This is also reflected in consumer confidence, among other areas. XXXLutz and home24 are convinced that XXXLutz can serve as a financially strong partner and provide home24 with the stability and impetus it needs to pursue its future path in the current market environment. The Management Board and Supervisory Board of home24 plan to support the Offer and advise shareholders to accept it, subject to due diligence and fiduciary duties and pending the assessment of the offer document.
XXXLutz has already secured a stake of approximately 68.7 % in the current share capital of home24. This includes irrevocable undertakings by large shareholders to tender their shares, shares from the capital increase announced on 5 October 2022, subscribed to by XXXLutz and already executed, and share purchases as well as other instruments executed to date. Completion of the Offer will be subject to the antitrust approvals customary in the market as well as further customary conditions. The Offer is not subject to a minimum acceptance threshold. In addition, XXXLutz is considering a Delisting of the home24 shares from the stock exchange following completion of the Offer.
The offer document is available online in German and as a non-binding English translation along with other information related to the offer at: www.xxxlutz-offer.com. In addition, the offer document can be ordered free of charge through the central settlement agent, UniCredit Bank AG, MAC2RT, Arabellastrasse 12, 81925 Munich, Germany (orders to be submitted by email, stating postal address, at tender-offer@unicredit.de).
About XXXLutz
XXXLutz has grown steadily in the 77 years of its existence. The XXXLutz Group operates more than 370 furniture stores in 13 European countries (Austria, Germany, Czech Republic, Hungary, Slovenia, Slovakia, Croatia, Romania, Bulgaria, Switzerland, Sweden, Serbia and Poland) and employs more than 25,700 people. With an annual turnover of EUR 5.34 billion, XXXLutz Group is one of the three largest furniture retail groups in the world.
About home24
home24 is a leading pure-play home & living e-commerce platform in continental Europe and Brazil. With more than 250,000 home & living products in Europe and over 200,000 articles in Latin America, home24 offers a unique selection of large and small furniture pieces, garden furnishings, mattresses and lighting. home24 is headquartered in Berlin and employs around 3000 people worldwide. The company is active in seven European markets: Germany, France, Austria, the Netherlands, Switzerland, Belgium and Italy. home24 is also active in Brazil under the Mobly brand. The group also includes the lifestyle brand Butlers with 100 stores in the DACH region and an additional 25 in the rest of Europe. home24 is listed on the Frankfurt Stock Exchange (ISIN DE000A14KEB5).
11 November 2022
Additional payment with regard to the merger of Bewag Holding AG is now paid out
by Attorney-at-law Martin Arendts, M.B.L.-HSG
The appraisal proceedings initiated in 2003 in connection with the merger of Bewag Holding Aktiengesellschaft were concluded at the end of last year with an amendment (additional payment per Bewag share). Former shareholders of Bewag Holding Aktiengesellschaft who became shareholders of Vattenfall Europe Aktiengesellschaft as a result of the merger and received shares in Vattenfall Europe Aktiengesellschaft are therefore entitled to an additional cash payment of EUR 2.30 per Bewag share plus interest for the period from October 24, 2003 to August 31, 2009 at a rate of 2 percentage points p.a. and from September 1, 2009 at a rate of 5 percentage points p.a. above the respective base interest rate pursuant to Section 247 of the German Civil Code.
Payment of this additional payment has been delayed to date. The respondent's procedural representatives informed us in May 2022:
"Due to the time elapsed, the processing by the banks involved is more laborious than usual. In this respect, our client asks you and your clients for some understanding and patience. There is no doubt that the payment including interest will be made."
https://spruchverfahren.blogspot.com/2022/05/spruchverfahren-zur-fusion-der-bewag_16.html
A payment was then announced in the Federal Gazette (Bundesanzeiger) "as of September 14, 2022."
https://spruchverfahren.blogspot.com/2022/08/weitere-bekanntmachung-der-beendigung.html
The former Bewag shareholders have now been credited with "technical rights" to subsequent improvement with the WKN 0Z0058. Crediting of the rectification plus the not inconsiderable interest here should take place in the next few days.
Note: Many custodian banks are no longer able to track structural measures dating back longer. In the case of facts dating back more than 10 years (not uncommon in appraisal proceedings), relevant documents should therefore be saved.
The simplest solution would be to have rectification rights with their own securities numbers (WKN), as is the case in Austria. Unfortunately, this has so far failed in Germany due to Clearstream.
Kammergericht, decision of December 7, 2021, file no. 2 W 9/17 .SpruchG
Berlin Regional Court, decision of March 28, 2017, file no. 102 O 126/03 AktG.
Lägeler et al. ./. Vattenfall GmbH (formerly: Vattenfall Europe AG)
19 Applicant
Joint representative: Attorney-at-law Christoph Regierer, 10789 Berlin
Respondent's counsel:
FGS Flick Gocke Schaumburg, 53175 Bonn, Germany
Squeeze-out at KUKA Aktiengesellschaft entered in the Commercial Register - Appropriateness of cash compensation to be reviewed by the Munich Regional Court I
by Attorney-at-law Martin Arendts, M.B.L.-HSG
After settlement of the actions for rescission and nullity against the squeeze-out resolution adopted at the Annual General Meeting of KUKA Aktiengesellschaft on May 17, 2022, the resolution was entered in the Commercial Register at the Augsburg Regional Court on November 8, 2022. The publication reads:
"The Annual General Meeting of May 17, 2022 resolved to transfer the shares of the remaining shareholders to the main shareholder, Guangdong Midea Electric Co., Ltd. with registered office in Foshan City, PR China, State Administration of Industry and Commerce (SAIC) PR China, number 91440606MA4W96D79N, in return for cash compensation."
With this entry in the commercial register, the minority shareholders lost their share ownership by law. The deposit item therefore now only relates to the compensation and subsequent improvement claims. A derecognition against payment of the cash settlement and interest accrued until then is expected to take place in the next few days.
The appropriateness of the cash compensation offered to KUKA minority shareholders in the amount of EUR 80.77 per bearer share will be subject to judicial review by the Munich Regional Court I (where appraisal proceedings from the Munich Higher Regional Court district are centralized). The law firm ARENDTS ANWÄLTE will apply for a review on behalf of several excluded minority shareholders.
Further information: kanzlei@anlageanwalt.de
10 November 2022
Takeover offer for shares of Vantage Towers AG
Announcement of the decision to make a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 para. 1 in conjunction with sections 29 para. 1, 34
of the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz, WpÜG)
Bidder:
Oak Holdings GmbH (currently still operating under Blitz D22-277 GmbH)
Ferdinand-Braun-Platz 1
40549 Düsseldorf
Germany
registered with the commercial register of the local court (Amtsgericht) of Düsseldorf under HRB98923
Target:
Vantage Towers AG
Prinzenallee 11-13
40549 Düsseldorf
Germany
registered with the commercial register of the local court (Amtsgericht) of Düsseldorf under HRB92244 ISIN: DE000A3H3LL2
Oak Holdings GmbH (currently still operating under Blitz D22-277 GmbH; “Bidder”), a wholly owned indirect subsidiary of Vodafone GmbH that shall become part of a joint venture between Vodafone GmbH and Oak Consortium GmbH (currently still operating under SCUR-Alpha 1539 GmbH), a holding company controlled by Global Infrastructure Management, LLC, and investment funds, vehicles and/or accounts advised and managed by various subsidiaries of KKR & Co. Inc. (“Oak Consortium”), decided today to make a voluntary public takeover offer to the shareholders of Vantage Towers AG (“Takeover Offer”) for the acquisition of their no-par-value registered shares (auf den Namen lautende nennwertlose Stückaktien) in Vantage Towers AG (DE000A3H3LL2; “Vantage Towers Shares”). The Bidder intends to offer a cash consideration in the amount of EUR32.00 per Vantage Share. In connection with the Takeover Offer, the Bidder will also acquire all Vantage Towers Shares currently held by Vodafone GmbH (currently 413,347,708 Vantage Towers Shares, corresponding to approx. 81.72% of the issued share capital and the existing voting rights of Vantage Towers AG).
The Bidder expects to make the Takeover Offer subject to completion conditions relating to certain regulatory clearances and other customary closing conditions.
In addition, the Bidder, Vodafone GmbH, Oak Consortium and Vantage Towers AG have entered into a business combination agreement dealing with the terms of the investment of the joint venture in Vantage Towers AG.
The Bidder further intends to implement a domination and profit and loss transfer agreement in accordance with sections 291 et seq. of the Stock Corporation Act with the Bidder as dominating entity and Vantage Towers AG as dominated entity and/or, if a shareholding of 95% of the share capital is reached, a squeeze-out of the minority shareholders of Vantage Towers AG pursuant to sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz).
The offer document for the Takeover Offer (in German and a non-binding English translation) containing the detailed terms and conditions of, and other information relating to, the Takeover Offer, respectively, will be published on the internet at
The offer document for the Takeover Offer will also be published by way of a notice of availability in the German Federal Gazette (Bundesanzeiger) and will be accessible on the website of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”).
Important notice:
This announcement is neither an offer to purchase nor a solicitation of an offer to sell Vantage Towers Shares. The terms and further provisions regarding the Takeover Offer by the Bidder to the shareholders of Vantage Towers AG will be set forth in the offer document which will be published following approval of its publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Holders of Vantage Towers Shares are strongly recommended to read the offer document and to seek independent advice, where appropriate, in relation to the matters therein.
The release, publication or distribution of this announcement in certain jurisdictions other than the Federal Republic of Germany may be restricted by law. Persons who are resident in, or are subject to, other jurisdictions should inform themselves of, and observe, any applicable requirements.
The Takeover Offer will be made in the United States of America in reliance on, and compliance with, Section 14(e) of the US Securities Exchange Act of 1934 and Regulation 14E thereunder, as exempted thereunder by Rule 14d-1(d).
To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder, its affiliates and/or brokers acting on its behalf may, outside of the United States of America and in compliance with applicable law, from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, Vantage Towers Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, Vantage Towers Shares, other than pursuant to the Takeover Offer, before, during or after the period in which the Takeover Offer will remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases would be disclosed as required by law or regulation in Germany or other relevant jurisdictions.
This announcement may contain statements about Vodafone GmbH and/or its affiliates (together “Vodafone Group”), KKR & Co. Inc. and/or investment funds, vehicles and accounts advised and managed by any of its subsidiaries (together the “KKR Entities”), Global Infrastructure Management, LLC, and/or its affiliated entities as well as advised and managed investment funds (together the “GIP Entities”) or Vantage Towers AG and/or its subsidiaries (together “Vantage Group”) that are or may be “forward-looking statements”. (...) Vodafone GmbH, Oak Consortium and the Bidder caution you that forwardlooking statements are not guarantees of the occurrence of such future events or of future performance and that in particular the actual results of operations, financial condition and liquidity, the development of the industry in which Vodafone Group, the KKR Entities, the GIP Entities and Vantage Group operate and the outcome or impact of the acquisition and related matters on Vodafone Group, the KKR Entities, the GIP Entities and/or Vantage Group may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. Any forward-looking statements speak only as at the date of this announcement. Except as required by applicable law, Vodafone GmbH, Oak Consortium and the Bidder do not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.
Düsseldorf, 9 November 2022
Oak Holdings GmbH (currently still operating under Blitz D22-277 GmbH)
Managing Directors
07 November 2022
Nikon has Secured 86.17% in SLM During the Acceptance Period, Additional Acceptance Period Begins on November 5, 2022
Tokyo, Japan, November 4, 2022 – Nikon Corporation (“Nikon”) today announced that at the expiry of the acceptance period for the voluntary public takeover offer (the “Takeover Offer”) for the shares (ISIN DE00A111338 and ISIN DE000A289BJ8) of SLM Solutions Group AG (“SLM”) at midnight (CET) on November 1, 2022, Nikon AM. AG (the “Bidder”), a direct subsidiary of Nikon, has secured approximately 86.17% of the share capital of SLM, taking into account the shares resulting from the conversion of all convertible bonds issued by SLM and due in 2026. The acceptance period for the Bidder’s parallel voluntary tender offer for the acquisition of all convertible bonds issued by SLM and due in 2026 (“the “Bonds Offer”) simultaneously expired at midnight (CET) on November 1, 2022.
During the acceptance period, the Takeover Offer has been accepted for 19,175,775 SLM shares, which corresponds to approximately 74.48% of the share capital of SLM based on a share capital of 25,744,680 SLM shares (as published by SLM on October 14, 2022). Concurrently, the Bonds Offer has been accepted for 42,710 convertible bonds issued by SLM and due in 2026, which, upon conversion, would result in 5,361,089 SLM shares corresponding to approximately 17.23% of the share capital of SLM, taking into account the shares resulting from the conversion of all convertible bonds issued by SLM and due in 2026. Therefore, the Bidder, together with the 2,270,172 SLM shares directly held by the Bidder, has secured 26,807,036 SLM shares, which corresponds to approximately 86.17% of the share capital of SLM, taking into account the shares resulting from the conversion of all convertible bonds issued by SLM and due in 2026.
By now, the closing conditions for the Takeover Offer and the Bonds Offer respectively other than foreign investment control clearance in the United States have been fulfilled. Consequently, SLM shareholders who have not tendered their shares can still accept the Takeover Offer and bondholders who have not tendered their convertible bonds issued by SLM and due in 2026 can still accept the Bonds Offer, during the additional acceptance period, which begins on November 5, 2022 and expires at midnight (CET) on November 18, 2022. SLM’s management board and supervisory board, in their reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG), recommended that SLM shareholders accept the Takeover Offer.
The Takeover Offer and the Bonds Offer are made on and subject to the terms and conditions set out in the respective offer documents. The offer documents (together with a non-binding English translation) and other information pertaining to the Takeover Offer as well as the Bonds Offer are available on the following website: www.dm-offer.com.
Details as to how the Takeover Offer and the Bonds Offer can be accepted are set out in the respective offer documents. To tender their shares and/or convertible bonds, SLM shareholders and/or bondholders should contact their respective custodian bank.
About Nikon:
Nikon has been a pioneer in optical technology markets worldwide since its inception in 1917. Today, utilizing advanced technologies, we offer a wide range of products and solutions from digital cameras and binoculars to industrial precision equipment such as FPD and semiconductor lithography systems, microscopes and measuring instruments as well as products for the healthcare field. In the future, we will take advantage of Nikon’s core technologies to generate new core pillars of profit including the material processing business; Nikon strives to be a leading company in precision and optics fields that realizes sustainable growth of enterprise value in the medium- to long-term.
Nikon is a publicly traded company, headquartered in Japan, with offices around the world.
Further information is available at www.nikon.com.
About SLM:
SLM Solutions is a global provider of integrated metal additive manufacturing solutions. Leading the industry since its inception, it continues to drive the future of metal additive manufacturing in every major industry with its customers’ long-term success at its core. SLM Solutions is home to the world’s fastest metal additive manufacturing machines boasting up to 12 lasers and enabling build rates of up to 1000ccm/h. With a portfolio of systems to suit every customer’s needs, along with its team of experts closely collaborating at every stage of the process, SLM Solutions leads the way on return on investment with maximum efficiency, productivity, and profitability. SLM Solutions believes that additive manufacturing is the future of manufacturing and has the desire and capability to take its customers there – right now.
SLM Solutions is a publicly traded company headquartered in Germany, with offices in Canada, China, France, India, Italy, Japan, Singapore, South Korea, and the United States.
Further information is available on www.slm-solutions.com.
During the acceptance period, the Takeover Offer has been accepted for 19,175,775 SLM shares, which corresponds to approximately 74.48% of the share capital of SLM based on a share capital of 25,744,680 SLM shares (as published by SLM on October 14, 2022). Concurrently, the Bonds Offer has been accepted for 42,710 convertible bonds issued by SLM and due in 2026, which, upon conversion, would result in 5,361,089 SLM shares corresponding to approximately 17.23% of the share capital of SLM, taking into account the shares resulting from the conversion of all convertible bonds issued by SLM and due in 2026. Therefore, the Bidder, together with the 2,270,172 SLM shares directly held by the Bidder, has secured 26,807,036 SLM shares, which corresponds to approximately 86.17% of the share capital of SLM, taking into account the shares resulting from the conversion of all convertible bonds issued by SLM and due in 2026.
By now, the closing conditions for the Takeover Offer and the Bonds Offer respectively other than foreign investment control clearance in the United States have been fulfilled. Consequently, SLM shareholders who have not tendered their shares can still accept the Takeover Offer and bondholders who have not tendered their convertible bonds issued by SLM and due in 2026 can still accept the Bonds Offer, during the additional acceptance period, which begins on November 5, 2022 and expires at midnight (CET) on November 18, 2022. SLM’s management board and supervisory board, in their reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG), recommended that SLM shareholders accept the Takeover Offer.
The Takeover Offer and the Bonds Offer are made on and subject to the terms and conditions set out in the respective offer documents. The offer documents (together with a non-binding English translation) and other information pertaining to the Takeover Offer as well as the Bonds Offer are available on the following website: www.dm-offer.com.
Details as to how the Takeover Offer and the Bonds Offer can be accepted are set out in the respective offer documents. To tender their shares and/or convertible bonds, SLM shareholders and/or bondholders should contact their respective custodian bank.
About Nikon:
Nikon has been a pioneer in optical technology markets worldwide since its inception in 1917. Today, utilizing advanced technologies, we offer a wide range of products and solutions from digital cameras and binoculars to industrial precision equipment such as FPD and semiconductor lithography systems, microscopes and measuring instruments as well as products for the healthcare field. In the future, we will take advantage of Nikon’s core technologies to generate new core pillars of profit including the material processing business; Nikon strives to be a leading company in precision and optics fields that realizes sustainable growth of enterprise value in the medium- to long-term.
Nikon is a publicly traded company, headquartered in Japan, with offices around the world.
Further information is available at www.nikon.com.
About SLM:
SLM Solutions is a global provider of integrated metal additive manufacturing solutions. Leading the industry since its inception, it continues to drive the future of metal additive manufacturing in every major industry with its customers’ long-term success at its core. SLM Solutions is home to the world’s fastest metal additive manufacturing machines boasting up to 12 lasers and enabling build rates of up to 1000ccm/h. With a portfolio of systems to suit every customer’s needs, along with its team of experts closely collaborating at every stage of the process, SLM Solutions leads the way on return on investment with maximum efficiency, productivity, and profitability. SLM Solutions believes that additive manufacturing is the future of manufacturing and has the desire and capability to take its customers there – right now.
SLM Solutions is a publicly traded company headquartered in Germany, with offices in Canada, China, France, India, Italy, Japan, Singapore, South Korea, and the United States.
Further information is available on www.slm-solutions.com.
04 November 2022
KROMI Logistik AG: Initiation of a squeeze-out procedure under stock corporation law by the main shareholder Investmentaktiengesellschaft für langfristige Investoren TGV with cash compensation of EUR 8.50 per share intended / Resignation from the Supervisory Board
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Hamburg, November 2, 2022 - KROMI Logistik AG (ISIN DE000A0KFUJ5) informs that the main shareholder with a majority interest in the company, the Investmentaktiengesellschaft für langfristige Investoren TGV based in Bonn, today informed KROMI Logistik AG's Managing Board of its intention to initiate and carry out a squeeze-out procedure within the meaning of Section 327a et seq. of the German Stock Corporation Act (AktG). In this regard, the company has been informed that the required shareholding of at least 95% of the shares has been secured. The minority shareholders are to be offered a cash compensation of EUR 8.50 per share. The required squeeze-out resolution by the Annual General Meeting is to be passed by the end of February 2023. The steps required for this will be initiated accordingly.
In this context, Mr. Jens Große-Allermann, as a member of the Managing Board of the Investmentaktiengesellschaft für langfristige Investoren TGV, has informed the company that he is resigning from his position as a member of KROMI Logistik AG's Supervisory Board with immediate effect.
Hamburg, November 2, 2022 - KROMI Logistik AG (ISIN DE000A0KFUJ5) informs that the main shareholder with a majority interest in the company, the Investmentaktiengesellschaft für langfristige Investoren TGV based in Bonn, today informed KROMI Logistik AG's Managing Board of its intention to initiate and carry out a squeeze-out procedure within the meaning of Section 327a et seq. of the German Stock Corporation Act (AktG). In this regard, the company has been informed that the required shareholding of at least 95% of the shares has been secured. The minority shareholders are to be offered a cash compensation of EUR 8.50 per share. The required squeeze-out resolution by the Annual General Meeting is to be passed by the end of February 2023. The steps required for this will be initiated accordingly.
In this context, Mr. Jens Große-Allermann, as a member of the Managing Board of the Investmentaktiengesellschaft für langfristige Investoren TGV, has informed the company that he is resigning from his position as a member of KROMI Logistik AG's Supervisory Board with immediate effect.
27 September 2022
GSW Immobilien AG: Delisting of GSW shares intended, major shareholder has announced public delisting tender offer, GSW to support such public tender offer
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE AD-HOC RELEASE.
Berlin, Germany, September 26, 2022 – Today, the management board of GSW Immobilien AG (the “Company“) (ISIN DE000GSW1111 / WKN GSW111) with the approval of the supervisory board and in consultation with Deutsche Wohnen SE (“Deutsche Wohnen“), which holds approx. 94.02 % of the shares of the Company (“GSW Shares“), has resolved to delist the GSW Shares for trading in the Regulated Market of the Frankfurt Stock Exchange after publication of a public delisting offer by Deutsche Wohnen. To this end, GSW – upon approval by the supervisory board – today concluded a delisting agreement with Deutsche Wohnen. In the delisting agreement, Deutsche Wohnen has committed itself to making a public tender offer to the GSW shareholders to purchase their shares at the legal minimum price. The price of this tender offer will be determined by way of an enterprise valuation by Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft with its registered seat in Stuttgart („Ebner Stolz“), that is mandated as an independent evaluator to perform a company valuation of the Company pursuant to Section 5 para. 4 of the German WpÜG Offer Ordinance (WpÜG-Angebotsverordnung) (the “Company Valuation”).
In light of the overall circumstances, the management board and the supervisory board are of the opinion that the conclusion of a delisting agreement is in the interest of the Company. This is based on the fact that, since the consummation of the business combination between Deutsche Wohnen and Vonovia SE („Vonovia“) in October 2021, the public equity capital market has continued to lose significance as a financing option for the Company as a group company of the Vonovia group. Furthermore, since the voluntary public tender offer by Vonovia to all shareholders of the Company on September 21, 2021, the free float in the Company has further been reduced to approx. 0.087 %, and no relevant trading activity in the GSW Shares is taking place. Against this background, the Company has – subject to a detailed examination of the tender offer document and in consideration of its statutory obligations – agreed to support the public delisting offer. The management board and the supervisory board will issue a reasoned statement pursuant to Sec. 27 German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) regarding the public delisting offer.
The decision on the withdrawal of admission of the shares will be taken by the management of the Frankfurt Stock Exchange. The management board expects the withdrawal, in accordance with the rules of the Frankfurt Stock Exchange, to come into effect three trading days after publication of the withdrawal which shall occur immediately following the decision of the Frankfurt Stock Exchange. After effectiveness of the withdrawal, GSW Shares will no longer be admitted for trading or be traded on a domestic regulated market or on a comparable foreign market.
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE AD-HOC RELEASE.
Berlin, Germany, September 26, 2022 – Today, the management board of GSW Immobilien AG (the “Company“) (ISIN DE000GSW1111 / WKN GSW111) with the approval of the supervisory board and in consultation with Deutsche Wohnen SE (“Deutsche Wohnen“), which holds approx. 94.02 % of the shares of the Company (“GSW Shares“), has resolved to delist the GSW Shares for trading in the Regulated Market of the Frankfurt Stock Exchange after publication of a public delisting offer by Deutsche Wohnen. To this end, GSW – upon approval by the supervisory board – today concluded a delisting agreement with Deutsche Wohnen. In the delisting agreement, Deutsche Wohnen has committed itself to making a public tender offer to the GSW shareholders to purchase their shares at the legal minimum price. The price of this tender offer will be determined by way of an enterprise valuation by Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft with its registered seat in Stuttgart („Ebner Stolz“), that is mandated as an independent evaluator to perform a company valuation of the Company pursuant to Section 5 para. 4 of the German WpÜG Offer Ordinance (WpÜG-Angebotsverordnung) (the “Company Valuation”).
In light of the overall circumstances, the management board and the supervisory board are of the opinion that the conclusion of a delisting agreement is in the interest of the Company. This is based on the fact that, since the consummation of the business combination between Deutsche Wohnen and Vonovia SE („Vonovia“) in October 2021, the public equity capital market has continued to lose significance as a financing option for the Company as a group company of the Vonovia group. Furthermore, since the voluntary public tender offer by Vonovia to all shareholders of the Company on September 21, 2021, the free float in the Company has further been reduced to approx. 0.087 %, and no relevant trading activity in the GSW Shares is taking place. Against this background, the Company has – subject to a detailed examination of the tender offer document and in consideration of its statutory obligations – agreed to support the public delisting offer. The management board and the supervisory board will issue a reasoned statement pursuant to Sec. 27 German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) regarding the public delisting offer.
The decision on the withdrawal of admission of the shares will be taken by the management of the Frankfurt Stock Exchange. The management board expects the withdrawal, in accordance with the rules of the Frankfurt Stock Exchange, to come into effect three trading days after publication of the withdrawal which shall occur immediately following the decision of the Frankfurt Stock Exchange. After effectiveness of the withdrawal, GSW Shares will no longer be admitted for trading or be traded on a domestic regulated market or on a comparable foreign market.
03 September 2022
SLM and Nikon enter into Investment Agreement – Nikon to launch public takeover offer for SLM
Corporate News
- SLM management and supervisory boards welcome and support the proposed transaction
Lübeck, Germany – September 2, 2022. Today, SLM Solutions Group AG ("SLM Solutions", "SLM" or the "Company") and Nikon Corporation (“Nikon”) have entered into an Investment Agreement in relation to a voluntary public takeover offer that Nikon intends to launch for all outstanding shares of SLM at a cash consideration of EUR 20 per share.
The EUR 20 offer price represents a 75% premium to the XETRA closing price of SLM’s shares on September 1st, 2022, and an 84% premium over the last 3 month volume-weighted average price of SLM’s share of EUR 10.89.
Nikon has obtained binding commitments from SLM’s key shareholders Elliott Advisors UK Limited (Cornwall), ENA Investment Capital and SLM’s founder Hans J. Ihde to support the transaction by way of irrevocable tender commitments comprising shares and all SLM convertibles bond securities to held.
The tender takeover offer has a limited set of closing conditions. Completion is contingent on foreign investment control clearance and certain further customary conditions. The transaction will not be subject to a minimum acceptance threshold and will not require anti-trust approvals.
The SLM management and supervisory boards welcome and, subject to a review of the offer document, fully support the transaction and the takeover offer. Also, the members of the SLM management and supervisory boards have committed to tender their shares into the takeover offer. SLM expects the takeover offer to commence at the end of September or early October 2022.
Concurrently to signing of the Investment Agreement but independent of the closing of the takeover offer, SLM today also resolved a 10% capital increase without subscription rights which Nikon fully subscribes to at the takeover offer price. The gross proceeds to SLM will be approximately EUR 45.4 million and will be used for the partial repayment of convertible bonds 2017/2024 as well as for funding ongoing business operations.
With SLM becoming part of Nikon’s digital manufacturing strategy, SLM management is convinced this transaction will further enhance SLM’s ability to stay at the forefront of metal Additive Manufacturing and enhance its leadership position in delivering superior products and solutions to its customers.
SLM’s CEO Sam O’Leary commented: “Nikon has more than a century of history in developing cutting-edge opto-electronic technology and precision equipment. I am excited for SLM to partner with Nikon to further extend our technology leadership position. We believe this transaction and partnership is very beneficial for all our stakeholders – shareholders, employees and customers alike.”
Toshikazu Umatate, CEO of Nikon said: “By acquiring SLM Solutions, Nikon is taking an important step towards our Vision 2030. We are focused on digital manufacturing as a growth driver and will create value through the promising market of metal additive manufacturing for our stakeholders. 3D Printing will revolutionize mass-production by enabling our clients to manufacture highly complex parts, reduce cycle time, carbon emissions, energy costs and waste. Nikon and SLM Solutions share the vision that our technology-driven innovation will transform the future of manufacturing. This acquisition will be key to growing our digital manufacturing business.”
Nabeel Bhanji, senior portfolio manager on behalf of Elliott Advisors (UK) Limited, an affiliate of Elliott Investment Management L.P. said: “Elliott is pleased to have played a key role in SLM’s journey over the past six years, helping the Company stay at the forefront of Additive Manufacturing innovation and product development. We are confident that Nikon, with its excellence in manufacturing and deep experience in technology, will further the innovation and distribution of SLM’s market-leading products.”
While SLM will play an integral role in Nikon’s digital manufacturing strategy, Nikon committed not to initiate the conclusion of a domination agreement for at least three years. The Company will continue to be led by its current senior management team.
Citigroup Global Markets Europe AG is acting as exclusive financial advisor to SLM Solutions, Gleiss Lutz is acting as legal counsel to the Company and Sullivan & Cromwell is acting as legal advisor to SLM’s supervisory board.
Analyst Call on 2 September 2022
In relation to the proposed transaction SLM Solutions Group AG will hold an investor and analyst call today, 2 September 2022, at 2 p.m. CET. The presentation can be followed online via livestream: https://www.webcast-eqs.com/slm20220902
About Nikon
Nikon has been a pioneer in optical technology markets worldwide since its inception in 1917. Today, utilizing advanced technologies, we offer a wide range of products and solutions from digital cameras and binoculars to industrial precision equipment such as FPD and semiconductor lithography systems, microscopes and measuring instruments as well as for the healthcare field. In the future, we will take advantage of Nikon's core technologies to generate new core pillars of profit including the material processing business; Nikon strives to be a leading company in precision and optics fields that realizes sustainable growth of enterprise value in medium- to long-term.
Nikon is a publicly traded company, headquartered in Japan, with offices around the world.
Further information is available at www.nikon.com
About SLM Solutions
SLM Solutions is a global provider of integrated metal additive manufacturing solutions. Leading the industry since its inception, it continues to drive the future of metal AM in every major industry with its customers’ long-term success at its core. SLM Solutions is home to the world’s fastest metal additive manufacturing machines boasting up to 12 lasers and enabling build rates of up to 1000ccm/h. With a portfolio of systems to suit every customer's needs, along with its team of experts closely collaborating at every stage of the process, SLM Solutions leads the way on return on investment with maximum efficiency, productivity, and profitability. SLM Solutions believes that additive manufacturing is the future of manufacturing and has the desire and capability to take its customers there – right now.
SLM Solutions is a publicly-traded Company headquartered in Germany, with offices in Canada, China, France, India, Italy, Japan, Singapore, South Korea, and the United States.
Further information is available on www.slm-solutions.com
- SLM enters into Investment Agreement with Nikon to further enhance SLM’s leadership position in Additive Manufacturing
- Nikon to launch all cash public takeover offer for SLM at EUR 20 per share, representing a premium of 75% to the undisturbed closing price as of September 1st 2022
- Key shareholders Elliott, ENA and Hans J. Ihde support the takeover offer
- Limited customary closing conditions with no acceptance threshold
- SLM resolved 10% capital increase fully subscribed by Nikon at the takeover offer price
- SLM management and supervisory boards welcome and support the proposed transaction
Lübeck, Germany – September 2, 2022. Today, SLM Solutions Group AG ("SLM Solutions", "SLM" or the "Company") and Nikon Corporation (“Nikon”) have entered into an Investment Agreement in relation to a voluntary public takeover offer that Nikon intends to launch for all outstanding shares of SLM at a cash consideration of EUR 20 per share.
The EUR 20 offer price represents a 75% premium to the XETRA closing price of SLM’s shares on September 1st, 2022, and an 84% premium over the last 3 month volume-weighted average price of SLM’s share of EUR 10.89.
Nikon has obtained binding commitments from SLM’s key shareholders Elliott Advisors UK Limited (Cornwall), ENA Investment Capital and SLM’s founder Hans J. Ihde to support the transaction by way of irrevocable tender commitments comprising shares and all SLM convertibles bond securities to held.
The tender takeover offer has a limited set of closing conditions. Completion is contingent on foreign investment control clearance and certain further customary conditions. The transaction will not be subject to a minimum acceptance threshold and will not require anti-trust approvals.
The SLM management and supervisory boards welcome and, subject to a review of the offer document, fully support the transaction and the takeover offer. Also, the members of the SLM management and supervisory boards have committed to tender their shares into the takeover offer. SLM expects the takeover offer to commence at the end of September or early October 2022.
Concurrently to signing of the Investment Agreement but independent of the closing of the takeover offer, SLM today also resolved a 10% capital increase without subscription rights which Nikon fully subscribes to at the takeover offer price. The gross proceeds to SLM will be approximately EUR 45.4 million and will be used for the partial repayment of convertible bonds 2017/2024 as well as for funding ongoing business operations.
With SLM becoming part of Nikon’s digital manufacturing strategy, SLM management is convinced this transaction will further enhance SLM’s ability to stay at the forefront of metal Additive Manufacturing and enhance its leadership position in delivering superior products and solutions to its customers.
SLM’s CEO Sam O’Leary commented: “Nikon has more than a century of history in developing cutting-edge opto-electronic technology and precision equipment. I am excited for SLM to partner with Nikon to further extend our technology leadership position. We believe this transaction and partnership is very beneficial for all our stakeholders – shareholders, employees and customers alike.”
Toshikazu Umatate, CEO of Nikon said: “By acquiring SLM Solutions, Nikon is taking an important step towards our Vision 2030. We are focused on digital manufacturing as a growth driver and will create value through the promising market of metal additive manufacturing for our stakeholders. 3D Printing will revolutionize mass-production by enabling our clients to manufacture highly complex parts, reduce cycle time, carbon emissions, energy costs and waste. Nikon and SLM Solutions share the vision that our technology-driven innovation will transform the future of manufacturing. This acquisition will be key to growing our digital manufacturing business.”
Nabeel Bhanji, senior portfolio manager on behalf of Elliott Advisors (UK) Limited, an affiliate of Elliott Investment Management L.P. said: “Elliott is pleased to have played a key role in SLM’s journey over the past six years, helping the Company stay at the forefront of Additive Manufacturing innovation and product development. We are confident that Nikon, with its excellence in manufacturing and deep experience in technology, will further the innovation and distribution of SLM’s market-leading products.”
While SLM will play an integral role in Nikon’s digital manufacturing strategy, Nikon committed not to initiate the conclusion of a domination agreement for at least three years. The Company will continue to be led by its current senior management team.
Citigroup Global Markets Europe AG is acting as exclusive financial advisor to SLM Solutions, Gleiss Lutz is acting as legal counsel to the Company and Sullivan & Cromwell is acting as legal advisor to SLM’s supervisory board.
Analyst Call on 2 September 2022
In relation to the proposed transaction SLM Solutions Group AG will hold an investor and analyst call today, 2 September 2022, at 2 p.m. CET. The presentation can be followed online via livestream: https://www.webcast-eqs.com/slm20220902
About Nikon
Nikon has been a pioneer in optical technology markets worldwide since its inception in 1917. Today, utilizing advanced technologies, we offer a wide range of products and solutions from digital cameras and binoculars to industrial precision equipment such as FPD and semiconductor lithography systems, microscopes and measuring instruments as well as for the healthcare field. In the future, we will take advantage of Nikon's core technologies to generate new core pillars of profit including the material processing business; Nikon strives to be a leading company in precision and optics fields that realizes sustainable growth of enterprise value in medium- to long-term.
Nikon is a publicly traded company, headquartered in Japan, with offices around the world.
Further information is available at www.nikon.com
About SLM Solutions
SLM Solutions is a global provider of integrated metal additive manufacturing solutions. Leading the industry since its inception, it continues to drive the future of metal AM in every major industry with its customers’ long-term success at its core. SLM Solutions is home to the world’s fastest metal additive manufacturing machines boasting up to 12 lasers and enabling build rates of up to 1000ccm/h. With a portfolio of systems to suit every customer's needs, along with its team of experts closely collaborating at every stage of the process, SLM Solutions leads the way on return on investment with maximum efficiency, productivity, and profitability. SLM Solutions believes that additive manufacturing is the future of manufacturing and has the desire and capability to take its customers there – right now.
SLM Solutions is a publicly-traded Company headquartered in Germany, with offices in Canada, China, France, India, Italy, Japan, Singapore, South Korea, and the United States.
Further information is available on www.slm-solutions.com
SLM Solutions Group AG: Increase of the company’s share capital by 10% and conclusion of investment agreement with Nikon
Disclosure of inside information pursuant to Article 17 of the Regulation (EU) No 596/2014
NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Luebeck, September 2, 2022 – Today, the management board of SLM Solutions Group AG (ISIN shares: DE000A111338, “SLM Solutions” or the “Company”) resolved, with the consent of the supervisory board, to increase the Company’s registered share capital by approx. 10% against cash contributions, making partial use of the Authorized Capital 2022 (the “Capital Increase”). The statutory subscription right of the existing shareholders will be excluded in accordance with Section 203 AktG in conjunction with Section 186(3) sentence 4 AktG. The 2,270,172 new shares will be subscribed for exclusively by Nikon AM. AG (“Nikon AG”) at a price of EUR 20.00 per new share. The Company and Nikon AG have signed a subscription agreement to that effect today.
The Company will receive gross proceeds amounting to approx. EUR 45.4 million from the Capital Increase, which are intended to be used to fund the partial early repayment of convertible bonds due on October 11, 2022 in an amount of EUR 29.8 million as well as ongoing business operations. The new shares, which will carry full dividend rights as of January 1, 2022, are expected to be issued and included in the existing quotation of the Company’s shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange by around mid-September 2022.
Separately, based on a resolution passed by the Company’s management board with the consent of the supervisory board today, the Company has entered into an investment agreement with Nikon AG and Nikon Corporation (collectively, “Nikon”), one of the world’s leading suppliers of products and solutions based on advanced opto-electronics and precision technologies, supporting the long-term growth and business strategy of SLM Solutions. In this context, Nikon AG has announced its intention to launch a voluntary public takeover offer (the “Takeover Offer”) for all outstanding shares of the Company at a price of EUR 20.00 per share (representing a premium of 75% to the XETRA closing price on September 1, 2022 and a premium of 84% on the volume-weighted average share price during the three months prior to the announcement of the Takeover Offer).
In the investment agreement, the Company and Nikon agreed on the terms and conditions of the Takeover Offer. Subject to their fiduciary duties and the review of the offer document to be published by Nikon, the Company’s management board and supervisory board have agreed to support the Takeover Offer, as they consider it to be in the best interest of the Company, its shareholders, employees and other stakeholders. In the investment agreement, Nikon gave assurance to preserve the existing structure and sites of the SLM Solutions Group. Nikon would also welcome the current management board members to continue their role in the Company.
The Takeover Offer will be conditional upon certain required foreign investment clearances, but will not provide for any minimum acceptance threshold. Nikon AG has informed the Company that it has already secured irrevocable undertakings from the Company’s key shareholders Elliott Advisors UK Limited (Cornwall), ENA Investment Capital and SLM’s founder Hans. J. Ihde (Ceresio). Therefore, Nikon has secured already more than 50% of the Company’s share capital on a fully diluted basis.
The final terms and conditions of the Takeover Offer will be set out in the offer document, the publication of which by Nikon is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Within two weeks after the publication of the offer document, the Company’s management board and supervisory board will, in accordance with their statutory duties, issue a reasoned opinion, which will be published on the Company’s website under www.slm-solutions.com/investor-relations-slm/.
In addition to the Takeover Offer to be made to the Company’s shareholders, Nikon AG informed the Company that it intends to offer all holders of the Convertible Bonds 2020/2026 (ISIN DE000A289N86), 2021/2026 (ISIN DE000A3H3HP1) and 2022/2026 (ISIN DE000A3MQV02) issued by the Company to acquire their bonds. The terms and conditions of such offer will be set out in a separate offer document to be published by Nikon AG.
Assuming consummation of the Takeover Offer, the holders of the Convertible Bonds 2017/2024 (ISIN DE000A2GSF58) will, due to the acquisition of control by Nikon, have a put right in accordance with the terms and conditions of these bonds, entitling them to declare their bonds due and request their repayment at the principal amount plus accrued interest on an effective date to be set by the Company for that purpose.
NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Luebeck, September 2, 2022 – Today, the management board of SLM Solutions Group AG (ISIN shares: DE000A111338, “SLM Solutions” or the “Company”) resolved, with the consent of the supervisory board, to increase the Company’s registered share capital by approx. 10% against cash contributions, making partial use of the Authorized Capital 2022 (the “Capital Increase”). The statutory subscription right of the existing shareholders will be excluded in accordance with Section 203 AktG in conjunction with Section 186(3) sentence 4 AktG. The 2,270,172 new shares will be subscribed for exclusively by Nikon AM. AG (“Nikon AG”) at a price of EUR 20.00 per new share. The Company and Nikon AG have signed a subscription agreement to that effect today.
The Company will receive gross proceeds amounting to approx. EUR 45.4 million from the Capital Increase, which are intended to be used to fund the partial early repayment of convertible bonds due on October 11, 2022 in an amount of EUR 29.8 million as well as ongoing business operations. The new shares, which will carry full dividend rights as of January 1, 2022, are expected to be issued and included in the existing quotation of the Company’s shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange by around mid-September 2022.
Separately, based on a resolution passed by the Company’s management board with the consent of the supervisory board today, the Company has entered into an investment agreement with Nikon AG and Nikon Corporation (collectively, “Nikon”), one of the world’s leading suppliers of products and solutions based on advanced opto-electronics and precision technologies, supporting the long-term growth and business strategy of SLM Solutions. In this context, Nikon AG has announced its intention to launch a voluntary public takeover offer (the “Takeover Offer”) for all outstanding shares of the Company at a price of EUR 20.00 per share (representing a premium of 75% to the XETRA closing price on September 1, 2022 and a premium of 84% on the volume-weighted average share price during the three months prior to the announcement of the Takeover Offer).
In the investment agreement, the Company and Nikon agreed on the terms and conditions of the Takeover Offer. Subject to their fiduciary duties and the review of the offer document to be published by Nikon, the Company’s management board and supervisory board have agreed to support the Takeover Offer, as they consider it to be in the best interest of the Company, its shareholders, employees and other stakeholders. In the investment agreement, Nikon gave assurance to preserve the existing structure and sites of the SLM Solutions Group. Nikon would also welcome the current management board members to continue their role in the Company.
The Takeover Offer will be conditional upon certain required foreign investment clearances, but will not provide for any minimum acceptance threshold. Nikon AG has informed the Company that it has already secured irrevocable undertakings from the Company’s key shareholders Elliott Advisors UK Limited (Cornwall), ENA Investment Capital and SLM’s founder Hans. J. Ihde (Ceresio). Therefore, Nikon has secured already more than 50% of the Company’s share capital on a fully diluted basis.
The final terms and conditions of the Takeover Offer will be set out in the offer document, the publication of which by Nikon is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Within two weeks after the publication of the offer document, the Company’s management board and supervisory board will, in accordance with their statutory duties, issue a reasoned opinion, which will be published on the Company’s website under www.slm-solutions.com/investor-relations-slm/.
In addition to the Takeover Offer to be made to the Company’s shareholders, Nikon AG informed the Company that it intends to offer all holders of the Convertible Bonds 2020/2026 (ISIN DE000A289N86), 2021/2026 (ISIN DE000A3H3HP1) and 2022/2026 (ISIN DE000A3MQV02) issued by the Company to acquire their bonds. The terms and conditions of such offer will be set out in a separate offer document to be published by Nikon AG.
Assuming consummation of the Takeover Offer, the holders of the Convertible Bonds 2017/2024 (ISIN DE000A2GSF58) will, due to the acquisition of control by Nikon, have a put right in accordance with the terms and conditions of these bonds, entitling them to declare their bonds due and request their repayment at the principal amount plus accrued interest on an effective date to be set by the Company for that purpose.
18 August 2022
Petro Welt Technologies AG: Joma announces cash settlement price in case of squeeze-out pursuant to Section 1 (1) of the Austrian Squeeze-out Act
AD-HOC ANNOUNCEMENT
Vienna, August 16, 2022
Petro Welt Technologies AG (“PeWeTe”) announced on July 26, 2022 that Joma Industrial Source Corp. (“Joma”) intends to submit a written request for squeeze-out pursuant to Section 1 (1) of the Austrian Squeeze-out Act (Gesellschafter-Ausschlussgesetz, GesAusG), provided that (a) the extraordinary general meeting of PeWeTe on August 16, 2022 resolves to approve the sale of the participations in Russia in a way that is valid, binding and not subject to challenge or judicial review, or any such challenge or judicial review has been withdrawn, rejected, or adjudicated in favor of the Company, and (b) the sale of the participations in Russia has been validly entered into, all necessary regulatory approvals have been granted, and it has been closed.
In addition to this announcement, Joma has today informed the Management Board of PeWeTe that the amount of the cash settlement price offered by Joma in the event of such squeeze-out would be EUR 2.20 per share. The share price has been calculated as if the sale had been completed. The share price was calculated as if the sale of the participations in Russia had not been carried out.
The initiation of the squeeze-out procedure further requires that Joma submits a formal, written request for squeeze-out pursuant to Section 1 (1) GesAusG.
About Petro Welt Technologies AG
Petro Welt Technologies AG, headquartered in Vienna, is one of the leading, early established OFS companies in Russia and the CIS, specializing in services to increase the productivity of new and existing oil and gas formations.
Vienna, August 16, 2022
Petro Welt Technologies AG (“PeWeTe”) announced on July 26, 2022 that Joma Industrial Source Corp. (“Joma”) intends to submit a written request for squeeze-out pursuant to Section 1 (1) of the Austrian Squeeze-out Act (Gesellschafter-Ausschlussgesetz, GesAusG), provided that (a) the extraordinary general meeting of PeWeTe on August 16, 2022 resolves to approve the sale of the participations in Russia in a way that is valid, binding and not subject to challenge or judicial review, or any such challenge or judicial review has been withdrawn, rejected, or adjudicated in favor of the Company, and (b) the sale of the participations in Russia has been validly entered into, all necessary regulatory approvals have been granted, and it has been closed.
In addition to this announcement, Joma has today informed the Management Board of PeWeTe that the amount of the cash settlement price offered by Joma in the event of such squeeze-out would be EUR 2.20 per share. The share price has been calculated as if the sale had been completed. The share price was calculated as if the sale of the participations in Russia had not been carried out.
The initiation of the squeeze-out procedure further requires that Joma submits a formal, written request for squeeze-out pursuant to Section 1 (1) GesAusG.
About Petro Welt Technologies AG
Petro Welt Technologies AG, headquartered in Vienna, is one of the leading, early established OFS companies in Russia and the CIS, specializing in services to increase the productivity of new and existing oil and gas formations.
03 August 2022
Appraisal proceedings on the squeeze-out at VTG Aktiengesellschaft: Hearing date on 10 November 2022
by Attorney-at-law Martin Arendts, M.B.L.-HSG
In the appraisal proceedings regarding the squeeze-out of the minority shareholders of the wagon lessor VTG Aktiengesellschaft, the LG Hamburg has set a hearing date for 10 November 2022, 14:00 hrs. At the hearing, the expert auditors are to be heard on their audit report dated 20 July 2021.
The joint representative and the applicants have until 15 September 2022 to submit their comments on the present response to the application.
The main shareholder Warwick Holding GmbH, Frankfurt am Main, only came above the threshold of 95% of the shares required for a squeeze-out via a so-called securities loan from the Joachim Herz Foundation (approx. 15% of the shares). Warwick is an investment vehicle of Morgan Stanley Infrastructure Partners ("MSIP") and OMERS Infrastructure (on behalf of OMERS, the pension plan for municipal employees in the Canadian province of Ontario).
MSIP and the Joachim Herz Foundation sold their VTG shareholding shortly after the squeeze-out to an acquirer group led by the New York-based financial investor Global Infrastucture Partners (while OMERS remains a shareholder). In this resale, VTG was valued significantly higher than in the squeeze-out. According to press reports, the purchase was made at a valuation of the company of around EUR 7 billion (including approx. EUR 3 billion in liabilities).
Hamburg Regional Court, Case No. 403 HKO 68/21Rolle, T. et al. ./. Warwick Holding GmbH
70 applicants
joint representative: RA Dr. Steffen Kraus, CausaConcilio Koch & Partner mbB Rechtsanwälte, 24114 Kiel, Germany
Agents of the respondent, Warwick Holding GmbH:
Sullivan & Cromwell LLP, 60311 Frankfurt am Main, Germany
Appraisal proceedings with regard to the merger squeeze-out at MAN SE: Hearing on 8 and 9 March 2023
by Attorney-at-law Martin Arendts, M.B.L.-HSG
In the appraisal proceedings regarding the transfer of the shares of the minority shareholders of MAN SE to the majority shareholder TRATON SE, which belongs to the VW Group, the Munich Regional Court I has set a date for the oral hearing for 8 March 2023, 10:30 a.m., with a continuation on 9 March 2023, 9:00 a.m.. At this hearing, the court-appointed settlement auditors, Ms Susann Ihlau and Mr Hendrik Duscha of the auditing firm Mazars, are to be heard.
The applicants and the joint representative may comment on the statement of defence until 9 December 2022.
LG Munich I, Case No. 5 HK O 12085/21
Mähner, M. et al ./. TRATON SE
121 applicants
Joint representative: Attorney-at-law Daniela Bergdolt, 80639 Munich, Germany
Representative of the respondent, TRATON SE:
Freshfields Bruckhaus Deringer, 60322 Frankfurt am Main, Germany
In the appraisal proceedings regarding the transfer of the shares of the minority shareholders of MAN SE to the majority shareholder TRATON SE, which belongs to the VW Group, the Munich Regional Court I has set a date for the oral hearing for 8 March 2023, 10:30 a.m., with a continuation on 9 March 2023, 9:00 a.m.. At this hearing, the court-appointed settlement auditors, Ms Susann Ihlau and Mr Hendrik Duscha of the auditing firm Mazars, are to be heard.
The applicants and the joint representative may comment on the statement of defence until 9 December 2022.
LG Munich I, Case No. 5 HK O 12085/21
Mähner, M. et al ./. TRATON SE
121 applicants
Joint representative: Attorney-at-law Daniela Bergdolt, 80639 Munich, Germany
Representative of the respondent, TRATON SE:
Freshfields Bruckhaus Deringer, 60322 Frankfurt am Main, Germany
27 July 2022
Shareholders´ association SdK on ADLER Real Estate: Shareholders must become active
Announcement by SdK Schutzgemeinschaft der Kapitalanleger e.V. (convenience translation)
In addition to the Russian securities, we were also concerned with the events at the companies of the Adler Group. Most recently, especially ADLER Real Estate. The pearl of the Adler Group was deprived of its liquidity by the majority shareholder Adler Group S.A. in recent months. Initially, a loan in the amount of 265 million was extended to Adler Group S.A. shortly before the turn of the year. However, the associated loan agreement was not signed until the end of March 2022! Then, at the end of June, the purchase of 1,400 Berlin apartments was announced. Gross valuation of the apartments: 326 million euros, i.e. around 233,000 euros per apartment. An ambitious price. Why the subsidiary bought the apartments from the parent company is not clear to us. After all, the ADLER Real Estate shareholders are supposed to approve the sale of almost all apartments in the portfolio of ADLER Real Estate AG at the company's annual general meeting on August 31, 2022. This gives the impression that the purchase primarily served the interests of the majority shareholder in order to obtain further liquidity in the short term and that no external third party could be found who was willing to pay a comparable price. Together with the unresolved allegations from the KPMG report on the special investigation at the Adler Group, this all makes a very bad impression. Corporate management to forget. We want to counter this and, with regard to the announced exclusion of the free shareholders of ADLER Real Estate, initiate a special investigation to ensure that the free shareholders are paid a fair compensation, including the equivalent value of any claims for damages against (former) board members and external third parties. In doing so, we are dependent on the assistance of the shareholders of ADLER Real Estate. You can find out how you can help us here (Adler-Gruppe | SdK)
Requested squeeze-out under takeover law for Biotest ordinary shares: hearing before the District Court of Frankfurt am Main on October 27, 2022
by Attorney-at-Law Martin Arendts, M.B.L.-HSG
The Biotest majority shareholder Grifols S. A., Barcelona, had applied to the District Court of Frankfurt am Main pursuant to Section 39a of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG),
the ordinary shares of Biotest AG, (ISIN DE0005227201), which it does not already own directly or indirectly, be transferred to the applicant by way of a resolution pursuant to Sections 39a para. 1, sentence 1, 39b para. 5 sentence 3 WpÜG against payment of compensation in the amount of EUR 43.00 per ordinary share.
This squeeze-out under takeover law of the Biotest ordinary shares held by the minority shareholders (which, according to the application, does not affect the preference shares) is to be discussed before the 5th Chamber for Commercial Matters of the District Court of Frankfurt am Main on October 27, 2022. The Biotest minority shareholders involved in the proceedings have until August 11, 2022 to submit their comments.
District Court of Frankfurt am Main, Case No. 3-05 O 19/22representative of the applicant Grifols S.A.:
law firm Osborn Clarke, 200359 Hamburg, Germany
Petro Welt Technologies AG: Joma considers squeeze-out of minority shareholders according to Section 1 (1) of the Austrian Squeeze-out Act
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Vienna, July 26, 2022
Joma Industrial Source Corp. (“Joma”) holds more than 90% of the shares in Petro Welt Technologies AG (“PeWeTe”) through direct and indirect shareholdings and is therefore deemed to be the principal shareholder pursuant to Section 1 (1) and (2) of the Austrian Squeeze-out Act (Gesellschafter-Ausschlussgesetz, GesAusG).
Joma has today informed the Management Board of PeWeTe of its intention to submit a written request for squeeze-out pursuant to Section 1 (1) GesAusG, provided that (a) the extraordinary general meeting of PeWeTe on August 16, 2022 resolves to approve the sale of the participations in Russia in a way that is valid, binding and not subject to challenge or judicial review, or any such challenge or judicial review has been withdrawn, rejected, or adjudicated in favor of the Company, and (b) if the sale of the participations in Russia has been validly entered into, all necessary regulatory approvals have been granted, and it has been closed. The squeeze-out of the minority shareholders shall take place at a share price calculated as if the sale of the participations in Russia had not been carried out and shall be determined by Joma on the basis of a group valuation made by Grant Thornton Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft.
About Petro Welt Technologies AG
Petro Welt Technologies AG, headquartered in Vienna, is one of the leading, early established OFS companies in Russia and the CIS, specializing in services to increase the productivity of new and existing oil and gas formations.
Vienna, July 26, 2022
Joma Industrial Source Corp. (“Joma”) holds more than 90% of the shares in Petro Welt Technologies AG (“PeWeTe”) through direct and indirect shareholdings and is therefore deemed to be the principal shareholder pursuant to Section 1 (1) and (2) of the Austrian Squeeze-out Act (Gesellschafter-Ausschlussgesetz, GesAusG).
Joma has today informed the Management Board of PeWeTe of its intention to submit a written request for squeeze-out pursuant to Section 1 (1) GesAusG, provided that (a) the extraordinary general meeting of PeWeTe on August 16, 2022 resolves to approve the sale of the participations in Russia in a way that is valid, binding and not subject to challenge or judicial review, or any such challenge or judicial review has been withdrawn, rejected, or adjudicated in favor of the Company, and (b) if the sale of the participations in Russia has been validly entered into, all necessary regulatory approvals have been granted, and it has been closed. The squeeze-out of the minority shareholders shall take place at a share price calculated as if the sale of the participations in Russia had not been carried out and shall be determined by Joma on the basis of a group valuation made by Grant Thornton Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft.
About Petro Welt Technologies AG
Petro Welt Technologies AG, headquartered in Vienna, is one of the leading, early established OFS companies in Russia and the CIS, specializing in services to increase the productivity of new and existing oil and gas formations.
01 July 2022
Cash compensation for the squeeze-out at HypoVereinsbank to be decided by the Bavarian Supreme Court
by Attorney-at-Law Martin Arendts, M.B.L.-HSG
In the appraisal proceedings relating to the squeeze-out at HypoVereinsbank (HVB) registered in 2008, the Munich Regional Court I (Landgericht München I) dismissed the applications for judicial review in the first-instance decision announced on June 22, 2022. Several applicants have filed appeals against this decision. Contrary to the opinion of the Regional Court, there are no de minimis limits, if only for constitutional reasons (requirement of "full" compensation for excluded minority shareholders), certainly not in the amount of 5% or 10% (for sold shareholdings), as assumed by the Regional Court. Therefore, the appropriate cash compensation is to be set at a higher level.
The Bavarian Supreme Court (Bayerisches Oberstes Landesgericht), which is now responsible for appeals in appraisal proceedings, will decide on these appeals in the second instance (and probably also in the final instance if it does not refer the matter to the Federal Court of Justice or allow an appeal on points of law - for example with regard to the de minimis limit assumed by the Regional Court and assessed differently by several Higher Regional Courts).
Although the Munich Regional Court I considered the cash compensation offered to the HVB minority shareholders to be too low, it did not believe that a deviation of less than 5% was sufficient to establish that the original cash compensation was inappropriate, given the predictive nature of any company valuation.
The court also assumed that the shareholdings sold before the squeeze-out were undervalued, by EUR 208 million in the case of International Moscow Bank and by EUR 182 million and EUR 49 million in the case of two asset management companies. The Regional Court also considered the purchase price set for Bank Austria Creditanstalt to be too low. As this was a contractual agreement in which the contracting parties had greater leeway, the court set the threshold for the assumption of a disadvantage to be compensated at 10%, which was higher than in the case of the direct structural measure. With a deviation of 9.18%, this limit had not been exceeded.
Munich Regional Court I, decision of June 22, 2022, Case No. 5 HK O 16226/08SdK Schutzgemeinschaft der Kapitalanleger e.V. et al. v. UniCredit S.p.A.
302 applicants (originally)
joint representative: RA/WP/StB Walter L. Grosse, 80333 Munich, Germany
Procedural representatives of the respondent, UniCredit S.p.A.:
Freshfields Bruckhaus Deringer, 60322 Frankfurt am Main, Germany
Purchase offer for shares of Halloren Schokoladenfabrik Aktiengesellschaft at EUR 4.20
Magrath Holdings S.à r.l., 1471 Luxembourg, Grand Duchy of Luxembourg, has made an offer to the shareholders of Halloren Schokoladenfabrik Aktiengesellschaft, Halle (Saale), to acquire all registered no-par value shares of Halloren Schokoladenfabrik Aktiengesellschaft against payment of a cash consideration in the amount of EUR 4.20 per share. The acceptance period runs from June 30, 2022, 0:00 hours (CEST) to December 30, 2022, 24:00 hours (CET).
The Offer Document can be downloaded from the Bidder's website at www.halloren-angebot.de.
In the Offer Document, the Bidder points out that it already holds a (partly indirect) participation in Halloren Schokoladenfabrik Aktiengesellschaft in the amount of approx. 86.2%. Thus, the Bidder has (partly indirectly) the necessary voting and capital majority to be able to enforce important structural measures under company law with regard to the Target Company at its shareholders' meeting.
German Federal Court of Justice to decide on the takeover of Deutsche Postbank by Deutsche Bank: Was the consideration for Postbank minority shareholders appropriate?
(convenience translation)
Press Release No. 100/2022
The II. Zivilsenat (Civil Senate), which is responsible for corporate law, once again has to decide whether the consideration granted by Deutsche Bank AG to the shareholders of Deutsche Postbank AG for their shares was appropriate.
Facts:
The plaintiffs in the two proceedings held shares in Deutsche Postbank AG. On October 7, 2010, the defendant, Deutsche Bank AG, published a (voluntary) takeover offer pursuant to section 29 (1) of the Wertpapiererwerbs- und Übernahmegesetz (WpÜG - German Securities Acquisition and Takeover Act) at a price of €25 per share, which the plaintiffs accepted. The plaintiffs consider the takeover offer to be inadequate and are therefore demanding payment of a differential amount under section 31 WpÜG or damages for failure to make a mandatory offer under section 35 (2) WpÜG.
On September 12, 2008, Deutsche Bank AG entered into an agreement ("Original Agreement") with Deutsche Post AG on the acquisition of a 29.75% minority shareholding in Postbank at a price of EUR 57.25 per share. In addition, Deutsche Bank AG received an option to acquire a further 18 % block of shares in Postbank for €55 per share, and Deutsche Post AG received a put option to sell its remaining stake in Postbank of 20.25 % plus one share to Deutsche Bank AG at a price of €42.80 per share. After Deutsche Bank AG and Deutsche Post AG had initially agreed at the end of December 2008 to postpone the execution of the original acquisition agreement due to changed market conditions, they concluded a "supplemental agreement" on January 14, 2009, under which the acquisition of Postbank was to take place in three steps: First, Deutsche Bank AG was to acquire 50 million shares (= 22.9% of Postbank's share capital) at a price of €23.92 per share, then 60 million shares (= 27.4% of the share capital) via a mandatory exchangeable bond maturing on February 25, 2012 at a price of €45.45 per share. The Company was able to acquire a further 26,417,432 shares (= 12.1% of the capital stock) under call and put options at a price of €48.85 per share for the call option and €49.42 each for the put option. The options were to be exercisable between February 28, 2012 and February 25, 2013.
The plaintiffs are of the opinion that Deutsche Bank AG should already have published a mandatory offer pursuant to § 35 (2) WpÜG at a price of €57.25 per share on the basis of the original agreement because this agreement contained an in rem acquisition obligation on the part of the defendant in excess of a 29.75% shareholding and thus resulted in the defendant acquiring control pursuant to § 30 (1) no. 5 WpÜG. In part, they believe that the defendant should in any case have published a mandatory offer at a price of €49.42 (put option), €48.85 (call option) or €45.45 (mandatory exchangeable bond) on the basis of the supplementary agreement.
Course of proceedings to date:
Press Release No. 100/2022
The II. Zivilsenat (Civil Senate), which is responsible for corporate law, once again has to decide whether the consideration granted by Deutsche Bank AG to the shareholders of Deutsche Postbank AG for their shares was appropriate.
Facts:
The plaintiffs in the two proceedings held shares in Deutsche Postbank AG. On October 7, 2010, the defendant, Deutsche Bank AG, published a (voluntary) takeover offer pursuant to section 29 (1) of the Wertpapiererwerbs- und Übernahmegesetz (WpÜG - German Securities Acquisition and Takeover Act) at a price of €25 per share, which the plaintiffs accepted. The plaintiffs consider the takeover offer to be inadequate and are therefore demanding payment of a differential amount under section 31 WpÜG or damages for failure to make a mandatory offer under section 35 (2) WpÜG.
On September 12, 2008, Deutsche Bank AG entered into an agreement ("Original Agreement") with Deutsche Post AG on the acquisition of a 29.75% minority shareholding in Postbank at a price of EUR 57.25 per share. In addition, Deutsche Bank AG received an option to acquire a further 18 % block of shares in Postbank for €55 per share, and Deutsche Post AG received a put option to sell its remaining stake in Postbank of 20.25 % plus one share to Deutsche Bank AG at a price of €42.80 per share. After Deutsche Bank AG and Deutsche Post AG had initially agreed at the end of December 2008 to postpone the execution of the original acquisition agreement due to changed market conditions, they concluded a "supplemental agreement" on January 14, 2009, under which the acquisition of Postbank was to take place in three steps: First, Deutsche Bank AG was to acquire 50 million shares (= 22.9% of Postbank's share capital) at a price of €23.92 per share, then 60 million shares (= 27.4% of the share capital) via a mandatory exchangeable bond maturing on February 25, 2012 at a price of €45.45 per share. The Company was able to acquire a further 26,417,432 shares (= 12.1% of the capital stock) under call and put options at a price of €48.85 per share for the call option and €49.42 each for the put option. The options were to be exercisable between February 28, 2012 and February 25, 2013.
The plaintiffs are of the opinion that Deutsche Bank AG should already have published a mandatory offer pursuant to § 35 (2) WpÜG at a price of €57.25 per share on the basis of the original agreement because this agreement contained an in rem acquisition obligation on the part of the defendant in excess of a 29.75% shareholding and thus resulted in the defendant acquiring control pursuant to § 30 (1) no. 5 WpÜG. In part, they believe that the defendant should in any case have published a mandatory offer at a price of €49.42 (put option), €48.85 (call option) or €45.45 (mandatory exchangeable bond) on the basis of the supplementary agreement.
Course of proceedings to date:
In proceedings II ZR 9/21, the Regional Court dismissed the action. The Higher Regional Court dismissed the plaintiff's appeal. On appeal by the plaintiff, the Federal Court of Justice reversed the judgment of the Higher Regional Court and referred the case back to the Higher Regional Court for a new hearing and decision. The Higher Regional Court took evidence and again dismissed the plaintiff's appeal.
In the proceedings II ZR 14/21, the plaintiffs, who had accepted the defendant's offer, were overwhelmingly successful with their claims. On appeal by the defendant, the Higher Regional Court dismissed the actions.
In justification, it was stated in each case that the plaintiffs had not proven that Deutsche Bank AG had already acquired control of Postbank prior to the publication of the (voluntary) takeover offer on October 7, 2010, because voting rights from the shares held by Deutsche Post AG were attributable to it in accordance with section 30 of the Wertpapiererwerbs- und Übernahmegesetz (WpÜG - German Securities Acquisition and Takeover Act). In particular, there was no "acting in concert" within the meaning of section 30 (2) WpÜG. § In particular, there was no "acting in concert" within the meaning of section 30 (2) of the WpÜG between Deutsche Bank AG and Deutsche Post AG. Deutsche Bank AG was therefore not obliged to publish a mandatory offer in accordance with section 35 of the Wertpapiererwerbs- und Übernahmegesetz (WpÜG - German Securities Acquisition and Takeover Act), with the result that the plaintiffs are not entitled to payment of any difference to the consideration offered of EUR 25 per share.
With their appeals, which were allowed by the Court of Appeal with regard to the legal questions in connection with the interpretation of the attribution provisions of § 30 (2) WpÜG, the plaintiffs are continuing to pursue their claim.
Lower instances:
II ZR 9/21:
Cologne Regional Court - Judgment of July 29, 2011 - 82 O 28/11
Cologne Higher Regional Court - Judgment of October 31, 2012 - 13 U 166/11
BGH - Judgment of July 29, 2014 - II ZR 353/12
Cologne Higher Regional Court - Judgment of December 16, 2020 - 13 U 166/11 and
In the proceedings II ZR 14/21, the plaintiffs, who had accepted the defendant's offer, were overwhelmingly successful with their claims. On appeal by the defendant, the Higher Regional Court dismissed the actions.
In justification, it was stated in each case that the plaintiffs had not proven that Deutsche Bank AG had already acquired control of Postbank prior to the publication of the (voluntary) takeover offer on October 7, 2010, because voting rights from the shares held by Deutsche Post AG were attributable to it in accordance with section 30 of the Wertpapiererwerbs- und Übernahmegesetz (WpÜG - German Securities Acquisition and Takeover Act). In particular, there was no "acting in concert" within the meaning of section 30 (2) WpÜG. § In particular, there was no "acting in concert" within the meaning of section 30 (2) of the WpÜG between Deutsche Bank AG and Deutsche Post AG. Deutsche Bank AG was therefore not obliged to publish a mandatory offer in accordance with section 35 of the Wertpapiererwerbs- und Übernahmegesetz (WpÜG - German Securities Acquisition and Takeover Act), with the result that the plaintiffs are not entitled to payment of any difference to the consideration offered of EUR 25 per share.
With their appeals, which were allowed by the Court of Appeal with regard to the legal questions in connection with the interpretation of the attribution provisions of § 30 (2) WpÜG, the plaintiffs are continuing to pursue their claim.
Lower instances:
II ZR 9/21:
Cologne Regional Court - Judgment of July 29, 2011 - 82 O 28/11
Cologne Higher Regional Court - Judgment of October 31, 2012 - 13 U 166/11
BGH - Judgment of July 29, 2014 - II ZR 353/12
Cologne Higher Regional Court - Judgment of December 16, 2020 - 13 U 166/11 and
II ZR 14/21
Cologne Regional Court - Judgment of October 20, 2017 - 82 O 11/15
Cologne Higher Regional Court - Judgment of December 16, 2020 - 13 U 231/17
25 June 2022
Adler Group S.A. sells portfolio in Berlin to ADLER Real Estate AG
Corporate News
- Transaction at fair value of EUR 326 million
- Next step towards further optimization of corporate structures
Luxembourg, 24 June 2022 – Adler Group S.A. ("Adler Group") today announced the sale of a portfolio of residential properties in Berlin to ADLER Real Estate AG ("ADLER Real Estate"), following the approval of the Board of Directors of Adler Group as well as the Supervisory Board of ADLER Real Estate. The portfolio comprises around 1,400 residential units in Berlin and has a market value of EUR 326 million according to the latest evaluation by CBRE as of 31 March 2022. The consideration for Adler Group considering minority interests, financial liabilities as well as deferred taxes will be approximately EUR 275 million. The transaction is not subject to any conditions and will be completed without delay.
The transaction relates to the optimization of processes and structures within the Adler Group and its subsidiaries and is therefore in the best interests of the companies. The Adler Group is currently undergoing a program to improve its transparency and corporate governance following allegations made by a short seller.
After the allegations had become known and with the start of the reorganization of the company initiated when Prof. Dr. A. Stefan Kirsten assumed his role as a Chairman of the Board of Directors of Adler Group on 16 February 2022, a comprehensive package of measures was implemented to improve transparency and corporate governance. This included the conclusion of the review by KPMG Forensic with the requirement to submit audited consolidated financial statements of Adler Group and ADLER Real Estate for the 2021 financial year by 30 April 2022, the disclosure of the findings of the review and their reflection in the consolidated financial statements, and the comprehensive communication of the structural and procedural measures to improve transparency and corporate governance. This also includes the appointment of Thomas Echelmeyer as interim CFO on a consultancy basis, the downsizing and effective staffing of the board of directors' committees, the strengthening of the compliance functions with the support of an external consulting firm, and further steps to integrate the Adler Group.
With a share of 96.72 %, the Adler Group is the majority shareholder of ADLER Real Estate AG.
Resale of wagon hire company VTG after squeeze-out?
by Attorney-at-law Martin Arendts, M.B.L.-HSG
According to media reports, the investment company Global Infrastructure Partners, which specialises in infrastructure investments, is on the verge of a multi-billion euro purchase of the wagon hire company VTG. Global Infrastructure Partners is close to an agreement with the infrastructure arm of US bank Morgen Stanley, Morgan Stanley Infrastructure Partners ("MSIP"), on a takeover that could value VTG at more than EUR 5 billion (significantly more than set in the squeeze-out), news agency Bloomberg reported. However, there would be other interested parties.
VTG's main shareholder Warwick Holding GmbH, Frankfurt am Main, had pursued the squeeze-out of VTG's minority shareholders after a delisting. Warwick is an investment vehicle of Morgan Stanley Infrastructure Partners and OMERS Infrastructure (on behalf of OMERS, the pension plan for municipal employees in the Canadian province of Ontario). Warwick only came above the threshold of 95% of the shares required for a squeeze-out via a so-called securities loan from the Joachim Herz Foundation (approx. 15% of the shares).
appraisal proceeding with regard to the squeeze-out at VTG:Regional Court of Hamburg, case no. 403 HKO 68/21
Rolle, T. et al ./. Warwick Holding GmbH
70 applicants
joint representative: Attorney-at-law Dr. Steffen Kraus, CausaConcilio Koch & Partner mbB Rechtsanwälte, 24114 Kiel, Germany
Agents of the respondent, Warwick Holding GmbH:
Sullivan & Cromwell LLP, 60311 Frankfurt am Main, Germany
22 June 2022
Appraisal proceedings on the squeeze-out at HypoVereinsbank: no increase in cash compensation in the first instance
Announcement of the Regional Court Munich I of 22 June 2022 (convenience translation):
The 5th Commercial Chamber of the Regional Court Munich I today rejected by decision the applications for the determination of a higher cash compensation than € 38.26 per share on the occasion of the squeeze out at Bayerische Hypo- und Vereinsbank AG (Case No. 5 HK O 16226/08).
On 26/27 June 2007, the general meeting of HypoVereinsbank AG had decided to transfer the shares of the minority shareholders to its majority shareholder UniCredito S.p.A. against a cash compensation of € 36.28 per share (squeeze out). Around 300 applicants had initiated appraisal proceedings against this in order to have the appropriateness of this cash compensation owed by UniCredito as the main shareholder reviewed by the courts.
The chamber under its presiding judge Dr Helmut Krenek, which specialises in questions of company law and thus also in appraisal proceedings, issued a very comprehensive 350-page decision explaining why it considered the cash compensation to be appropriate. In doing so, the chamber had to deal not only with the valuation of Bayerische Hypo- und Vereinsbank AG, but above all with the value of six other banks from Central and Eastern Europe. After HypoVereinsbank had sold its shares in Bank Austria Creditanstalt AG to UniCredito, it also had to be examined whether the purchase price of approximately € 12.5 billion paid to HypoVereinsbank as of 25 October 2006 had been agreed to be too low; if this had been the case, HypoVereinsbank would have been entitled to claim compensation for disadvantages against UniCredito, which de facto controlled it through its majority shareholding. The same reviews had to be carried out by the Board with regard to the sale of International Moscow Bank to Bank Austria Creditanstalt for a purchase price of € 984 m, the sale of HVB Bank Ukraine to a subsidiary of UniCredito for a price of € 83 m, and the sale of registered shares held by HypoVereinsbank to HVB Bank Latvia for approximately € 75 m. HVB Bank Latvia also acquired registered shares from HypoVereinsbank for a purchase price of € 75 m. The latter also acquired from HypoVereinsbank its branches in Vilnius for € 10.67 million and in Tallinn for € 71.582 million. The proceedings also dealt with the contribution of the investment banking business of the UniCredito Group to HypoVereinsbank by way of a capital increase against contribution in kind with a value of € 2.025 billion as well as the appropriateness of the prices for the sale of several asset management subsidiaries of HypoVereinsbank to subsidiaries of UniCredito.
In order to assess the appropriateness of the respective company valuations and purchase prices, the chamber consulted two experts, who provided a total of four expert opinions comprising more than 1,500 pages. In addition, the chamber heard the experts for a total of about 17 hours on two days to explain their expert opinions.
On the basis of this extensive taking of evidence, the chamber came to the conclusion that the valuation of International Moscow Bank was too low by € 208 million and the valuation of two asset management companies was too low by € 182 million and € 49 million respectively, which justified corresponding claims by HypoVereinsbank for compensation for disadvantages. In the case of International Moscow Bank, the planning for this bank was clearly too pessimistic, resulting in a significantly higher enterprise value. Since the valuation of the banks' sales transactions - i.e. also those of International Moscow Bank and HVB Bank Ukraine, which are based in Russia and Ukraine - was based on the reporting date of 25 October 2006, the war in Ukraine could not play a role for the Chamber.
In the case of Bank Austria Creditanstalt, the Board did indeed consider the purchase price to be too low; it determined a value of € 13.666 billion for the share held by HypoVereinsbank. However, since the determination of any company value is directed towards the future and therefore depends on a large number of forecasts to be made on the reference date, there can be no exact, single correct value of a company. In addition, since a contractual agreement had to be assessed here, in which the contracting parties had greater leeway, the board drew the line above which a compensable disadvantage would have had to be assumed, at 10 %, further than in the case of the direct structural measure. In the case of a deviation of 9.18 %, this limit had not been exceeded.
In the case of HypoVereinsbank itself, whose valuation was based on the reporting date of the Annual General Meeting in June 2007, there were changes in the capitalisation rate because HypoVereinsbank's own risk had to be recognised at a lower level than assumed by the valuation experts and the settlement auditors. This has the same effect on the discounting of future earnings as the adjustment of the volume of listed investments not required for operations, which are recognised as a special value because they are not necessary for maintaining HypoVereinsbank's business operations. Taking further account of the claims to compensation for disadvantages, including the interest accruing thereon, as a special value, this resulted in an enterprise value for HypoVereinsbank of € 32.155 billion, which would result in an arithmetical settlement of € 40.07 per share. This compensation would be 4.73 % higher than the compensation determined by the Annual General Meeting. However, with such a deviation of less than 5 % from the set compensation, the board could not yet determine the inappropriateness of the original cash compensation of € 38.26 per share because of the predictive nature of any company valuation.
The decision is not final yet.
____________
Editor's comment:
Applicants may file an appeal within one month from the date of service of the decision. The Bavarian Supreme Court decides on these appeals in the second (and probably last) instance.
09 June 2022
Planned changes to appraisal procedures in Germany by the draft bill on the EU Directive on Cross-border Conversions, Mergers and Divisions
by Martin Arendts, M.B.L.-HSG, Rechtsanwalt (Attorney-at-Law)
The Directive (EU) 2019/2121 of 27 November 2019 (also known as the Mobility Directive), which entered into force on 1 January 2020, regulates the cross-border division of companies for the purpose of new incorporation and the cross-border change of legal form (in the form of transfer of registered office). In addition, the already existing regulations on cross-border mergers are amended.
The
requirements of the EU Conversion Directive must already be implemented in
national law by 31 January 2023. On 20 April 2022, the German Federal Ministry
of Justice presented a corresponding draft bill (“Referentenentwurf”) on the
implementation of the EU Conversion Directive.
The planned
law on the implementation of the Conversion Directive also contains new
provisions aimed at speeding up appraisal proceedings under the German Act on
Appraisal Procedures (SpruchG, Spruchverfahrensgesetz of 12 June 2003) without,
according to the Ministry, curtailing the rights of the parties to the
proceedings. The simplification potentials uncovered during an evaluation are
to be raised with the proposed amendments. In addition, the substantive
amendments to the Conversion Act to be made in implementation of the Directive
provisions require procedural consequential amendments, for which the draft
bill provides for amendments to the Spruchverfahrensgesetz. In addition, there
are amendments that are not directly related to the provisions of the
Directive, such as the provision for obligatory legal representation in
appraisal proceedings, the possibility of a majority settlement and the
abolition of the non-interlocutory decision in appraisal proceedings.
The scope
of application of appraisal proceedings is expanded. For example, the draft
bill standardises a right of withdrawal against cash compensation and a claim
for improvement of the exchange ratio in the case of cross-border mergers and
divisions in order to protect minority shareholders. The existing unequal
treatment of minority shareholders of transferring and acquiring companies in
the case of mergers will be ended by making the appraisal proceedings available
to both groups of minority shareholders in the future.
An
important change in the consideration to be paid is that in the case of mergers
involving public limited companies and partnerships limited by shares, the
obligation to pay cash can be replaced by the granting of shares as
compensation in the case of an inappropriate exchange ratio. According to the
Ministry, this protects liquidity and facilitates investments in the course of
restructuring.
In
procedural terms, the biggest change is likely to be the provision for legal
representation in appraisal proceedings in the new section 5 of the Act on Appraisal
Procedures (SpruchG): "Before the
regional courts, the higher regional courts and a supreme regional court, the
parties must be represented by a attorney-at-law. Before the Federal Supreme
Court, the parties must be represented by an attorney-at-law admitted to the
Federal Supreme Court. Sentence 1 shall not apply to the joint representative."
The new
section 11a SpruchG is intended to introduce the possibility of a majority
settlement. A settlement, accepted by a majority of the applicants and the joint
representative, can be taken into account by the court in its value estimation:
"If the defendant, the joint
representatives and such applicants who jointly hold at least 90 per cent of
the share capital of all applicants agree on a certain compensation, the court
may take its amount into account in its estimation."
A new
version of section 12 (1) SpruchG is obviously intended to abolish the required
decision of non-redress, which in practice has so far only contributed to a
prolongation of the proceedings. Thus, the draft bill provides that section 68
(1) FamFG (which provides for a decision of non-redress of the court) will no
longer be applied to appraisal proceedings.
31 May 2022
Aareal Bank AG: Successful voluntary public takeover offer by Atlantic BidCo – 60 per cent minimum acceptance level exceeded
Corporate News
- Atlantic BidCo will be the new majority owner of Aareal Bank AG, subject to regulatory approvals
- Statutory additional acceptance period is expected to start on 31 May 2022 and end on 13 June 2022.
- Chief Executive Officer Jochen Klösges: “The required majority of our shareholders decided in favour of a takeover of Aareal Bank by Atlantic BidCo. For us, this means that as a result, we will be able to expedite implementation of our strategy in all three business segments, with the support of the new investors. We see the new, stable ownership structure as an advantage, especially in pursuing our sustainable long-term objectives.”
Wiesbaden, 25 May 2022 – Atlantic BidCo GmbH („BidCo“ or the “Bidder”), a bidder company comprising funds managed and advised by Advent International Corporation (“Advent”) and Centerbridge Partners (“Centerbridge”) as well as further entities indirectly holding non-controlling stakes, today announced that the minimum acceptance level of 60 per cent set out in the course of the voluntary public takeover offer was exceeded by the end of the acceptance period on 24 May 2022, 24:00 hours CEST. According to the Bidder, the result of the offer is expected to be announced on 30 May 2022.
Shareholders who have not tendered their shares may still accept the offer during the statutory additional acceptance period, which is expected to commence on 31 May 2022, and to expire on 13 June 2022, 24:00 hours CEST. In their statutory joint reasoned statement on the takeover offer made by Atlantic BidCo GmbH, the Management Board and the Supervisory Board of Aareal Bank AG described the offer price of € 33 per share as fair and adequate and recommended the shareholders to accept the offer. Closing of the takeover offer is subject to regulatory approvals and is expected to take place in the fourth quarter of 2022 or in the first quarter of 2023.
Jochen Klösges, Chief Executive Officer of Aareal Bank, commented: “The required majority of our shareholders decided in favour of a takeover of Aareal Bank by Atlantic BidCo. For us, this means that as a result, we will be able to expedite implementation of our strategy in all three business segments, with the support of the new investors. We see the new, stable ownership structure as an advantage, especially in pursuing our sustainable long-term objectives.”
Future cooperation will be based on the Investment Agreement concluded between Aareal Bank and the Bidder in conjunction with the transaction. In the Investment Agreement, the Bidder commits to supporting Aareal Bank AG’s strategic ambitions to strengthen its position as a leading international provider of property financings, as well as software, digital solutions and payments services – based on the “Aareal Next Level” strategy – and to expedite growth in all of the Group’s segments. Accelerated growth will be facilitated, in particular, by combining the extensive joint experience in the financial services, software, and payments sectors, and by retaining profits in the next few years. Based on a business plan supported by the Bidder, this would generate significant additional funds for attractive growth opportunities in all three segments.
The parties have identified the banking business as one main area for growth potential. In the Structured Property Financing segment, additional capital available would allow Aareal Bank to broaden and diversify the volume of its portfolio, in a market phase that offers manifold opportunities for attractive new business to an even greater extent than is projected at present, whilst maintaining its conservative risk policy. The Investment Agreement aims to increase the credit portfolio to up to € 40 billion over the next five years approximately, subject to corresponding market conditions. The consensus view amongst management and the financial investors is that the Banking & Digital Solutions segment harbours considerable potential for further capital-efficient growth in net commission income. The focus here shall be on the expansion and a wider international footprint of the core offering in payment services – through further M&A activities, and supported by the investors’ market access and attractive cooperation models, including with the investors’ portfolio companies and Aareon.
The Value Creation Programme for Aareon – jointly developed with Advent as minority shareholder of the Aareon software subsidiary – is expected to be accelerated. It aims for significant earnings growth by 2025. With the Bidder’s support, Aareon will be able to access additional funds for M&A activities, thus accelerating its successful M&A roadmap even further.
- Atlantic BidCo will be the new majority owner of Aareal Bank AG, subject to regulatory approvals
- Statutory additional acceptance period is expected to start on 31 May 2022 and end on 13 June 2022.
- Chief Executive Officer Jochen Klösges: “The required majority of our shareholders decided in favour of a takeover of Aareal Bank by Atlantic BidCo. For us, this means that as a result, we will be able to expedite implementation of our strategy in all three business segments, with the support of the new investors. We see the new, stable ownership structure as an advantage, especially in pursuing our sustainable long-term objectives.”
Wiesbaden, 25 May 2022 – Atlantic BidCo GmbH („BidCo“ or the “Bidder”), a bidder company comprising funds managed and advised by Advent International Corporation (“Advent”) and Centerbridge Partners (“Centerbridge”) as well as further entities indirectly holding non-controlling stakes, today announced that the minimum acceptance level of 60 per cent set out in the course of the voluntary public takeover offer was exceeded by the end of the acceptance period on 24 May 2022, 24:00 hours CEST. According to the Bidder, the result of the offer is expected to be announced on 30 May 2022.
Shareholders who have not tendered their shares may still accept the offer during the statutory additional acceptance period, which is expected to commence on 31 May 2022, and to expire on 13 June 2022, 24:00 hours CEST. In their statutory joint reasoned statement on the takeover offer made by Atlantic BidCo GmbH, the Management Board and the Supervisory Board of Aareal Bank AG described the offer price of € 33 per share as fair and adequate and recommended the shareholders to accept the offer. Closing of the takeover offer is subject to regulatory approvals and is expected to take place in the fourth quarter of 2022 or in the first quarter of 2023.
Jochen Klösges, Chief Executive Officer of Aareal Bank, commented: “The required majority of our shareholders decided in favour of a takeover of Aareal Bank by Atlantic BidCo. For us, this means that as a result, we will be able to expedite implementation of our strategy in all three business segments, with the support of the new investors. We see the new, stable ownership structure as an advantage, especially in pursuing our sustainable long-term objectives.”
Future cooperation will be based on the Investment Agreement concluded between Aareal Bank and the Bidder in conjunction with the transaction. In the Investment Agreement, the Bidder commits to supporting Aareal Bank AG’s strategic ambitions to strengthen its position as a leading international provider of property financings, as well as software, digital solutions and payments services – based on the “Aareal Next Level” strategy – and to expedite growth in all of the Group’s segments. Accelerated growth will be facilitated, in particular, by combining the extensive joint experience in the financial services, software, and payments sectors, and by retaining profits in the next few years. Based on a business plan supported by the Bidder, this would generate significant additional funds for attractive growth opportunities in all three segments.
The parties have identified the banking business as one main area for growth potential. In the Structured Property Financing segment, additional capital available would allow Aareal Bank to broaden and diversify the volume of its portfolio, in a market phase that offers manifold opportunities for attractive new business to an even greater extent than is projected at present, whilst maintaining its conservative risk policy. The Investment Agreement aims to increase the credit portfolio to up to € 40 billion over the next five years approximately, subject to corresponding market conditions. The consensus view amongst management and the financial investors is that the Banking & Digital Solutions segment harbours considerable potential for further capital-efficient growth in net commission income. The focus here shall be on the expansion and a wider international footprint of the core offering in payment services – through further M&A activities, and supported by the investors’ market access and attractive cooperation models, including with the investors’ portfolio companies and Aareon.
The Value Creation Programme for Aareon – jointly developed with Advent as minority shareholder of the Aareon software subsidiary – is expected to be accelerated. It aims for significant earnings growth by 2025. With the Bidder’s support, Aareon will be able to access additional funds for M&A activities, thus accelerating its successful M&A roadmap even further.
26 April 2022
Grifols completes the acquisition of Biotest: a strategic and transformational transaction to accelerate growth and innovation
- After obtaining all regulatory approvals, Grifols has closed the acquisition of 100% of the share capital of Tiancheng (Germany) Pharmaceutical Holdings AG, which owns 90% of the ordinary shares and 1% of the preferred shares of Biotest AG.
- Having completed the Public Takeover Offer (PTO) and closed the acquisition of Tiancheng (Germany) Pharmaceutical Holdings, Grifols now controls 96.20% of the voting rights of Biotest AG and holds 69.72% of its share capital.
- The acquisition of Biotest AG enables Grifols to accelerate and expand its product portfolio, increase the availability of plasma therapies for patients, own the largest private European network of plasma centers with 87 centers, and drive revenue growth and margin expansion.
Barcelona, April 25 2022 – Grifols (MCE:GRF, MCE:GRF.P, NASDAQ:GRFS), a global leader in plasma-derived medicines helping to improve people’s health and well-being for more than 110 years, today announced the completion of the acquisition of 100% of the share capital of Tiancheng (Germany) Pharmaceutical Holdings AG, a German company that holds 89.88% of the ordinary shares and 1.08% of the preferred shares of Biotest AG, a European healthcare company specialized in innovative hematology and clinical immunology.
Following the completion of the Public Takeover Offer (PTO) and the closing of the acquisition of Tiancheng (Germany) Pharmaceutical Holdings AG, Grifols controls 96.20% of the voting rights and holds 69.72% of the share capital of Biotest AG.
Víctor Grífols Deu, co-CEO of Grifols stated: “The Biotest acquisition is a fundamental milestone in our transformation plan, and is fully aligned with our growth strategy – strengthening our global plasma capacity, expanding our product portfolio in order to benefit more patients, complementing our innovation efforts with high value-added projects, and accelerating our presence in new markets”.
Raimon Grífols Roura, co-CEO of Grifols said: “At Grifols we have a well-defined roadmap in which Biotest will play a very important role. We look forward to working together and unlocking the value of our combined potential, further strengthening the global plasma industry and improving patients’ quality of life”.
The transaction values Biotest’s capital at approximately EUR 1,600 million (Equity Value) and its market value at EUR 2,000 million (Enterprise Value).
Among other authorizations, Grifols has obtained approvals from the Turkish competition authority, the Rekabet Kurumu (RK); from the German financial supervisory authority, the Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"); and from the Comisión Nacional de los Mercados y la Competencia (CNMC) in Spain.
Grifols has retained Osborne Clarke Spain, Germany and United Kingdom, and Proskauer Rose, L.L.P. as legal advisors, and Nomura Securities International, Inc. and UBS Europe SE as financial advisors. BNP Paribas Securities Services S.C.A., has been appointed as the central settlement bank regarding the VTO.
Barcelona, April 25 2022 – Grifols (MCE:GRF, MCE:GRF.P, NASDAQ:GRFS), a global leader in plasma-derived medicines helping to improve people’s health and well-being for more than 110 years, today announced the completion of the acquisition of 100% of the share capital of Tiancheng (Germany) Pharmaceutical Holdings AG, a German company that holds 89.88% of the ordinary shares and 1.08% of the preferred shares of Biotest AG, a European healthcare company specialized in innovative hematology and clinical immunology.
Following the completion of the Public Takeover Offer (PTO) and the closing of the acquisition of Tiancheng (Germany) Pharmaceutical Holdings AG, Grifols controls 96.20% of the voting rights and holds 69.72% of the share capital of Biotest AG.
Víctor Grífols Deu, co-CEO of Grifols stated: “The Biotest acquisition is a fundamental milestone in our transformation plan, and is fully aligned with our growth strategy – strengthening our global plasma capacity, expanding our product portfolio in order to benefit more patients, complementing our innovation efforts with high value-added projects, and accelerating our presence in new markets”.
Raimon Grífols Roura, co-CEO of Grifols said: “At Grifols we have a well-defined roadmap in which Biotest will play a very important role. We look forward to working together and unlocking the value of our combined potential, further strengthening the global plasma industry and improving patients’ quality of life”.
The transaction values Biotest’s capital at approximately EUR 1,600 million (Equity Value) and its market value at EUR 2,000 million (Enterprise Value).
Among other authorizations, Grifols has obtained approvals from the Turkish competition authority, the Rekabet Kurumu (RK); from the German financial supervisory authority, the Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"); and from the Comisión Nacional de los Mercados y la Competencia (CNMC) in Spain.
Grifols has retained Osborne Clarke Spain, Germany and United Kingdom, and Proskauer Rose, L.L.P. as legal advisors, and Nomura Securities International, Inc. and UBS Europe SE as financial advisors. BNP Paribas Securities Services S.C.A., has been appointed as the central settlement bank regarding the VTO.
30 March 2022
Upcoming appraisal proceedings in Germany
ARENDTS ANWÄLTE will represent (former) minority shareholders in following proceedings:
- ADVA Optical Networking SE
- AKASOL AG: merger squeeze-out
- alstria office REIT-AG
- Aves One AG: DA or squeeze-out
- Biotest AG
- cash.life AG: merger squeeze-out
- Deutsche Industrie REIT-AG
- FPB Holding Aktiengesellschaft: squeeze-out
- GxP German Properties AG: merger squeeze-out
- HELLA GmbH & Co. KGaA
- HolidayCheck Group AG
- HORNBACH Baumarkt AG
- KTM AG: squeeze-out
- KUKA AG: squeeze-out
- MyHammer Holding AG
- Schaltbau Holding AG: DA
- SinnerSchrader Aktiengesellschaft: merger squeeze-out
- Sport1 Medien AG (formerly: Constantin Medien AG): squeeze-out
- Tele Columbus AG
- TLG IMMOBILIEN AG
- Verallia Deutschland AG: squeeze-out
- wallstreet:online capital AG: squeeze-out
- Wild Bunch AG (formerly: SENATOR Entertainment AG): squeeze-out
- Your Family Entertainment AG
- zooplus AG
(without obligation)
29 March 2022
3rd Edition of Knoll, De exemplis deterrentibus (German appraisal proceedings)
https://opus.bibliothek.uni-wuerzburg.de/files/25717/978-3-95826-181-5_Leonhard_Knoll_OPUS_25717.pdf
28 March 2022
KUKA Aktiengesellschaft: Guangdong Midea Electric Co., Ltd. specifies transfer request of 23 November 2021
Publication of insider information in accordance with Article 17 MAR
Guangdong Midea Electric Co., Ltd. specifies transfer request of 23 November 2021 and determines the cash compensation for the envisaged Squeeze-Out of the minority shareholders of KUKA Aktiengesellschaft at EUR 80.77 per no-par-value bearer share.
The main shareholder of KUKA Aktiengesellschaft, Guangdong Midea Electric Co., Ltd., has informed the management board of KUKA Aktiengesellschaft today that it has determined the appropriate cash compensation for the transfer of the shares of the other shareholders of KUKA Aktiengesellschaft (minority shareholders) to Guangdong Midea Electric Co., Ltd. as main shareholder at EUR 80.77 per no-par-value bearer share of KUKA Aktiengesellschaft. The amount of the cash compensation has been determined by the main shareholder based on a valuation of the enterprise value. The appropriateness of the cash compensation is currently being audited by the auditor appointed by the court, Baker Tilly.
The main shareholder thus confirms and specifies its request in accordance with section 327a para. 1 German Stock Corporation Act, which was submitted to the management board of KUKA Aktiengesellschaft on 23 November 2021.
The resolution required for the transfer of the shares is to be passed in the Annual General Meeting of KUKA Aktiengesellschaft scheduled for 17 May 2022. Guangdong Midea Electric Co., Ltd., a wholly owned subsidiary of Midea Group Co., Ltd., holds via its wholly owned subsidiaries Midea Electric Netherlands (I) B.V. and Midea Electric Netherlands (II) B.V. more than 95% of the shares of KUKA Aktiengesellschaft. Guangdong Midea Electric Co., Ltd. thus is main shareholder in the meaning of section 327a para. 1 sentence 1 German Stock Corporation Act.
The effectiveness of the transfer of the shares of the minority shareholders depends on the approval of the general meeting of KUKA Aktiengesellschaft and the registration of the transfer resolution in the commercial register of KUKA Aktiengesellschaft.
Augsburg, 24 March 2022
KUKA Aktiengesellschaft
The Management Board
Guangdong Midea Electric Co., Ltd. specifies transfer request of 23 November 2021 and determines the cash compensation for the envisaged Squeeze-Out of the minority shareholders of KUKA Aktiengesellschaft at EUR 80.77 per no-par-value bearer share.
The main shareholder of KUKA Aktiengesellschaft, Guangdong Midea Electric Co., Ltd., has informed the management board of KUKA Aktiengesellschaft today that it has determined the appropriate cash compensation for the transfer of the shares of the other shareholders of KUKA Aktiengesellschaft (minority shareholders) to Guangdong Midea Electric Co., Ltd. as main shareholder at EUR 80.77 per no-par-value bearer share of KUKA Aktiengesellschaft. The amount of the cash compensation has been determined by the main shareholder based on a valuation of the enterprise value. The appropriateness of the cash compensation is currently being audited by the auditor appointed by the court, Baker Tilly.
The main shareholder thus confirms and specifies its request in accordance with section 327a para. 1 German Stock Corporation Act, which was submitted to the management board of KUKA Aktiengesellschaft on 23 November 2021.
The resolution required for the transfer of the shares is to be passed in the Annual General Meeting of KUKA Aktiengesellschaft scheduled for 17 May 2022. Guangdong Midea Electric Co., Ltd., a wholly owned subsidiary of Midea Group Co., Ltd., holds via its wholly owned subsidiaries Midea Electric Netherlands (I) B.V. and Midea Electric Netherlands (II) B.V. more than 95% of the shares of KUKA Aktiengesellschaft. Guangdong Midea Electric Co., Ltd. thus is main shareholder in the meaning of section 327a para. 1 sentence 1 German Stock Corporation Act.
The effectiveness of the transfer of the shares of the minority shareholders depends on the approval of the general meeting of KUKA Aktiengesellschaft and the registration of the transfer resolution in the commercial register of KUKA Aktiengesellschaft.
Augsburg, 24 March 2022
KUKA Aktiengesellschaft
The Management Board
02 March 2022
GxP German Properties AG: Merger squeeze out
Press release of 23 February 2022
On 8 December 2021 GxP German Properties AG („GxP AG“) published an ad hoc announcement that it was informed by Paccard eight GmbH („Paccard“) that Paccard intends to effect the transfer of the shares of the minority shareholders of GxP AG to Paccard in exchange for an appropriate cash compensation in the context of the merger of GxP AG into Paccard by absorption pursuant to section 62 para. 1 and para. 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“) („Merger Squeeze-Out“), subject to Paccard being converted into a stock corporation (Aktiengesellschaft) and acquiring further 1,278,672 shares in GxP AG from its shareholder EPISO 5 Mont Acquico S.à r.l.
Paccard informed us yesterday that its conversion into a stock corporation has been concluded, that Paccard continuously holds 10,595,395 shares in GxP AG (corresponding to a participation of approximately 91.01 percent of the share capital) since 22 December 2021 and is thus the main shareholder within the meaning of section 62 para. 5 sentence 1 UmwG and that it formally requests GxP AG to perform the procedure for the Merger Squeeze-Out, in particular to have the general meeting of GxP AG pass a resolution on the transfer of the shares of the minority shareholders of GxP AG to Paccard within three months after the conclusion of a merger agreement between Paccard and GxP AG. The merger agreement shall contain a statement pursuant to section 62 para. 5 sentence 2 UmwG that a squeeze-out of the minority shareholders of GxP AG as the transferring entity shall occur in the context of the merger.
The amount of the adequate cash compensation which Paccard will pay to the minority shareholders of GxP AG in exchange for the transfer of the shares in GxP AG to Paccard will be communicated at a later date.
The effectiveness of the Merger Squeeze-Out will be subject to the approving resolution of the general meeting of GxP AG and the registration of the transfer resolution and the merger with the commercial register at the registered seat of GxP AG and at the registered seat of Paccard, respectively.
GxP AG continues to support the Merger Squeeze-Out intended by Paccard and to take the measures required on the part of GxP AG for the preparation and implementation of the Merger Squeeze-Out.
On 8 December 2021 GxP German Properties AG („GxP AG“) published an ad hoc announcement that it was informed by Paccard eight GmbH („Paccard“) that Paccard intends to effect the transfer of the shares of the minority shareholders of GxP AG to Paccard in exchange for an appropriate cash compensation in the context of the merger of GxP AG into Paccard by absorption pursuant to section 62 para. 1 and para. 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“) („Merger Squeeze-Out“), subject to Paccard being converted into a stock corporation (Aktiengesellschaft) and acquiring further 1,278,672 shares in GxP AG from its shareholder EPISO 5 Mont Acquico S.à r.l.
Paccard informed us yesterday that its conversion into a stock corporation has been concluded, that Paccard continuously holds 10,595,395 shares in GxP AG (corresponding to a participation of approximately 91.01 percent of the share capital) since 22 December 2021 and is thus the main shareholder within the meaning of section 62 para. 5 sentence 1 UmwG and that it formally requests GxP AG to perform the procedure for the Merger Squeeze-Out, in particular to have the general meeting of GxP AG pass a resolution on the transfer of the shares of the minority shareholders of GxP AG to Paccard within three months after the conclusion of a merger agreement between Paccard and GxP AG. The merger agreement shall contain a statement pursuant to section 62 para. 5 sentence 2 UmwG that a squeeze-out of the minority shareholders of GxP AG as the transferring entity shall occur in the context of the merger.
The amount of the adequate cash compensation which Paccard will pay to the minority shareholders of GxP AG in exchange for the transfer of the shares in GxP AG to Paccard will be communicated at a later date.
The effectiveness of the Merger Squeeze-Out will be subject to the approving resolution of the general meeting of GxP AG and the registration of the transfer resolution and the merger with the commercial register at the registered seat of GxP AG and at the registered seat of Paccard, respectively.
GxP AG continues to support the Merger Squeeze-Out intended by Paccard and to take the measures required on the part of GxP AG for the preparation and implementation of the Merger Squeeze-Out.
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