26 February 2022

Squeeze-out of wallstreet:online capital AG adopted

Corporate News 

- wallstreet:online AG will become 100 percent shareholder of Smartbroker operator wallstreet:online capital AG pending commercial registry entry

- Essential milestone along the journey of developing Smartbroker into Germany's leading online broker

- Minority shareholders to receive EUR 47.48 per share


Berlin, 26 January 2022

Since early 2021, wallstreet:online AG (ISIN DE000A2GS609, FSE: WSO1) has consistently pursued its objective to increase its shareholding in wallstreet:online capital AG ("WOC") to 100%. On 26 January 2022, the extraordinary general meeting of WOC adopted the corresponding motion to transfer the shares of the remaining WOC minority shareholders against payment of an adequate cash compensation in accordance with the provisions of the German Stock Corporation Act (AktG) (squeeze-out pursuant to § 327a AktG). 99,35% of the votes cast were in favour of the motion. After completion of the statutory processes, wallstreet:online AG will thus be the sole shareholder of WOC, which operates the multiple award-winning neo broker Smartbroker.

After the entry of the squeeze-out in the commercial register, the minority shareholders will receive a cash compensation of EUR 47.48 per WOC share from wallstreet:online AG. The adequacy of the cash compensation was reviewed and confirmed by a court-appointed expert. The successful squeeze-out enables the Company to further pursue its strategy of making Smartbroker Germany's leading online broker for private investors.

About the wallstreet:online Group: 

The wallstreet:online Group operates the Smartbroker - a multiple award-winning online broker, which is the only provider in Germany to combine the extensive product range of traditional brokers with the extremely favourable conditions of neo-brokers. At the same time, the Group operates four high-reach stock market portals (wallstreet-online.de, boersenNews.de, FinanzNachrichten.de and ARIVA.de). With several hundred million monthly page impressions, the Group is the by far largest publisher-independent financial portal operator in German-speaking countries and the largest finance community.

SinnerSchrader AG: Cash compensation for merger-related squeeze-out set at EUR 16.43 per share

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

Hamburg, February 17, 2022

On February 17, 2022, Accenture Digital Holdings Aktiengesellschaft has specified its transfer request of December 6, 2021, and informed SinnerSchrader Aktiengesellschaft that it has set the cash compensation for the intended transfer of the shares of the minority shareholders of SinnerSchrader Aktiengesellschaft to Accenture Digital Holdings Aktiengesellschaft in accordance with Section 62 para. 5 Transformation Act in conjunction with Section 327a et seq. Stock Corporation Act to EUR 16.43 per share of SinnerSchrader Aktiengesellschaft within the scope of the squeeze-out under the Transformation Act.

According to its own information, Accenture Digital Holdings Aktiengesellschaft holds around 93.79% of the share capital and voting rights of SinnerSchrader Aktiengesellschaft.

On February 14, 2022, the Merger Agreement between SinnerSchrader Aktiengesellschaft as the transferring company and Accenture Digital Holdings Aktiengesellschaft as the acquiring company was concluded and notarized. The transfer resolution is to be passed at the Annual General Meeting of SinnerSchrader Aktiengesellschaft on April 8, 2022.

The effectiveness of the squeeze-out under the Transformation Act still depends on the affirmative resolution of the Annual General Meeting of SinnerSchrader Aktiengesellschaft and the registration of the transfer resolution and the merger in the commercial register of the registered office of Accenture Digital Holdings Aktiengesellschaft and SinnerSchrader Aktiengesellschaft, respectively.

The Management Board

Petro Welt Technologies AG: Joma evaluating a potential squeeze-out of minority shareholders according to sec 1 para 1 of the Austrian Squeeze-out Act (Gesellschafter-Ausschlussgesetz)

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

Vienna, February 25, 2022


Joma Industrial Source Corp. has acquired further shares in Petro Welt Technologies AG ("PeWeTe") and thereby increased its direct and indirect shareholdings to more than 90% of all shares.

Joma Industrial Source Corp. has today informed the management board of PeWeTe that it is currently evaluating the pros and cons of a minority squeeze-out procedure as provided in the Austrian Squeeze-Out Act (Gesellschafter-Ausschlussgesetz). There is no time limit for the decision of the majority shareholder to request a minority squeeze-out. Once Joma has concluded its deliberations, it will inform the management board of PeWeTe of its decision.

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.

10 February 2022

Aareal Bank AG: Statement regarding communications from certain shareholders of our Company

Corporate News

NON-BINDING CONVENIENCE TRANSLATION OF THE ORIGINAL GERMAN VERSION

Wiesbaden, 10 February 2022.

1. The allegations made by Teleios Capital Partner LLC in its public letter today against the Management Board and the Supervisory Board of the Company are baseless. The corporate bodies carefully complied with their duties throughout the process of dealing with the takeover offer by the bidder, Atlantic BidCo GmbH, at all times. They were each advised separately by independent financial and legal advisors. The Company structured the process in advance of the takeover offer, which it did not initiate, in such a way that it was open to other competitive offers. In this regard, the review process for the potential takeover offer has been transparent since the Company's ad-hoc-announcement on 7 October 2021, i.e., approximately two months prior to the publication of the offer by the bidder. Even as of today, there hasn't been an alternative offer that was more attractive to the Company's stakeholders.

2. Following the transparent and structured procedure for the sale of a minority interest in our IT subsidiary Aareon, there has been no offer to the Company regarding the 70% shareholding held by our Company or for Aareon overall. The Company has also not conducted any negotiations on this matter at any time.

3. As opposed to the announcement by Teleios Capital Partners LLC, the intentions of the bidder, Atlantic BidCo GmbH, were not only set out in the offer document but, in particular, were contractually secured with the Company for a term of three years from closing of the takeover offer by way of the Investment Agreement. Thus, the protection system for the interests of all stakeholders of the Company went significantly beyond the standard legal statute. This protection was important to the Management Board and the Supervisory Board of the Company.

4. German corporate law obliges the Management Board and the Supervisory Board to act in the Company's best interests, i.e., the corporate bodies must pursue a value enhancement strategy that is oriented towards sustainability. The corporate bodies have presented this strategy in the form of Aareal Next Level. It will be reviewed on a regular basis. Winding up the Company by selling its individual components is not a sustainable strategy. Nonetheless, individual minority shareholders are presumably seeking to change the composition of the corporate bodies, in particular the Supervisory Board, with that intention.