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)

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

The book is a collection of cases concerning valuation in legally defined occasions. These cases, mostly taken from real German law suits, are formulated as questions and problems (inclusively a separate solution chapter), each with framing introductions and conclusions. They highlight the regrettably often disturbed relationship between theory and practice in this area of valuation. This procedure resembles to textbooks which use cases to communicate content, but there is a fundamental difference: No hypothetical cases show the right approach, but real cases demonstrate striking violations contra legem artis.

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

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.