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.
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