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

- 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).

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.

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.