23 March 2023

Bidder now holds 89.26% of Vantage Towers AG - squeeze-out might follow

by Attorney-at-law Martin Arendts, M.B.L.-HSG

According to a voting rights announcement, published today at 5:31 p.m., the bidder Oak Holdings GmbH now holds 89.26% of Vantage Towers AG. Therefore, only 0.74% are still missing to exceed the threshold for a squeeze-out under merger law (90%). Despite Elliott's intervention and in view of the recent delisting offer at EUR 32, a squeeze-out is thus relatively likely in the near future.

Elliott buys shares: https://spruchverfahren.blogspot.com/2023/02/aktivist-elliott-steigt-bei-vantage.html

Singer/Elliott holds 4.39% directly after today's voting rights announcement, another 3.08% via instruments, together thus 7.47% (and thus 2.53% away from a blockade). It should be noted that according to the voting rights announcement, the "instruments" held by Elliott run until October or November 2026, but only provide for a cash settlement ("cash settled equity swap").

Delisting Offer: https://spruchverfahren.blogspot.com/2023/03/vantage-towers-ag-abschluss-eines.html

As part of the conclusion of a domination and profit transfer agreement (DPTA) announced today, Vantage Towers minority shareholders will only be offered a cash settlement of EUR 27.85, so EUR 32 per share might sound more interesting in the short term. On the other hand, the shares have recently been trading mostly above EUR 33. This looks a bit like psychological warfare. It remains exciting to see how the voting rights will change after the normal (institutional) investors have left the company due to the delisting.

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