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.
27 September 2022
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.
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