Disclosure of inside information pursuant to Article 17 of Regulation (EU) No. 596/2014
Frankfurt am Main, May 26, 2023 - FinLab AG (ISIN DE0001218063) intends to negotiate a merger agreement with Heliad Equity Partners GmbH & Co. KGaA (ISIN DE000A0L1NN5) and to carry out a merger of Heliad Equity Partners GmbH & Co. KGaA (as transferring legal entity) into FinLab AG (as acquiring legal entity) in accordance with the provisions of the German Transformation Act (Umwandlungsgesetz - UmwG) (merger by absorption, sections 2 no. 1, 60 et seq., 78 UmwG).
FinLab’s Executive Board has communicated its intention to the management of Heliad Equity Partners GmbH & Co. KGaA today. The management of Heliad Equity Partners GmbH & Co. KGaA, in turn, has announced that it intends to promptly enter said merger negotiations.
FinLab AG currently holds 44.5 % of the shares in Heliad Equity Partners GmbH & Co. KGaA. The aim of the merger is to combine the investment activities of the two companies under the umbrella of FinLab AG.
Upon successful conclusion of the negotiations the merger agreement will be presented to the shareholders of Heliad Equity Partners GmbH & Co. KGaA and the shareholders of FinLab AG for approval at two individual General Meetings, presumably in the second half of 2023.
As part of the merger, the shareholders of Heliad Equity Partners GmbH & Co. KGaA are to receive new shares in FinLab AG in exchange for their Heliad shares in accordance with the statutory provisions. For this purpose, a capital increase is to be carried out at FinLab AG. The exchange ratio for the shareholders of Heliad Equity Partners GmbH & Co. KGaA is to be determined and set in the coming weeks based on a valuation carried out for both companies involved using a suitable valuation method.
About FinLab AG
FinLab AG, a publicly listed investment company, was founded in 2003 to establish a leading fintech incubator in Europe. Until 2020, FinLab AG successfully invested in some of the most innovative and disruptive German fintech companies. Today, FinLab AG not only manages its portfolio of direct investments but also operates on a multi-asset management approach with GP participations at Heliad Equity Partners and wholly owned subsidiaries such as Patriarch Multi-Manager.
About Heliad Equity Partners GmbH & Co. KGaA
Heliad invests in market leading, fast-growing technology companies with the target of initiating the next phase of growth. As a listed company and through its strong team and strategic partners, Heliad can support companies pre, at and post IPO and act as a gateway to public equity capital markets. An evergreen structure allows Heliad to act independently of usual fund lifecycles and provides shareholders with unique access to pre-IPO market returns without any restrictions or limitations in terms of investment size and term commitment.
14 May 2023
BAUER Aktiengesellschaft: Acceptance period begins for the delisting acquisition offer of SD Thesaurus GmbH
12.05.2023 / 10:53 CET/CEST
Schrobenhausen, Germany Today, SD Thesaurus GmbH (Bidder) published the offer document for the mandatory offer for the shares in BAUER AG (ISIN DE0005168108), which at the same time is also designed as a delisting acquisition offer. Previously, the German Federal Financial Supervisory Authority (BaFin) approved the publication of the offer document.
SD Thesaurus GmbH set the offer price at EUR 6.29, which according to the information provided corresponds to the legally required minimum price from the volume-weighted average price of the Bauer share over a period of six months.
All relevant details concerning the acceptance of the offer are outlined in the offer document, which can be accessed on the bidders website at https://bauer-angebot.de/.
The shareholders will be informed directly by their custodian bank regarding the offer and also have the option to tender the shares. The acceptance period is scheduled to end on June 16, 2023 at 24:00 hours.
The Executive Board and Supervisory Board of BAUER AG will issue and publish the legally required substantiated statement regarding the mandatory offer after a careful review of the offer document.
As already communicated, BAUER AG has committed to submit an application to withdraw the companys shares from the list for trading in the Regulated Market of the Frankfurt Stock Exchange during the acceptance period for the delisting acquisition offer. In this context, BAUER AG will not apply for the incorporation of its shares in the open market of a stock exchange.
About Bauer
Schrobenhausen, Germany Today, SD Thesaurus GmbH (Bidder) published the offer document for the mandatory offer for the shares in BAUER AG (ISIN DE0005168108), which at the same time is also designed as a delisting acquisition offer. Previously, the German Federal Financial Supervisory Authority (BaFin) approved the publication of the offer document.
SD Thesaurus GmbH set the offer price at EUR 6.29, which according to the information provided corresponds to the legally required minimum price from the volume-weighted average price of the Bauer share over a period of six months.
All relevant details concerning the acceptance of the offer are outlined in the offer document, which can be accessed on the bidders website at https://bauer-angebot.de/.
The shareholders will be informed directly by their custodian bank regarding the offer and also have the option to tender the shares. The acceptance period is scheduled to end on June 16, 2023 at 24:00 hours.
The Executive Board and Supervisory Board of BAUER AG will issue and publish the legally required substantiated statement regarding the mandatory offer after a careful review of the offer document.
As already communicated, BAUER AG has committed to submit an application to withdraw the companys shares from the list for trading in the Regulated Market of the Frankfurt Stock Exchange during the acceptance period for the delisting acquisition offer. In this context, BAUER AG will not apply for the incorporation of its shares in the open market of a stock exchange.
About Bauer
The BAUER Group is a leading provider of services, equipment and products related to ground and groundwater. The Group operates a worldwide network on all continents. The operations are divided into three future-oriented segments with a high potential for synergy: Construction, Equipment and Resources. Bauer profits greatly from the collaboration between its three separate business divisions, enabling the Group to position itself as an innovative and highly specialized provider of products and services for demanding projects in specialist foundation engineering works and related markets. Bauer therefore offers appropriate solutions for the worlds major challenges, such as urbanization, growing infrastructure needs, the environment, and water. The BAUER Group was founded in 1790 and is based in Schrobenhausen, Bavaria. In 2022, it employed some 12,000 people and achieved total Group revenues of EUR 1.7 billion. BAUER Aktiengesellschaft is listed in the Prime Standard segment of the German stock market. More information can be found at www.bauer.de. Follow us on Facebook, LinkedIn and YouTube!
11 May 2023
Spruchverfahren zum Beherrschungs- und Gewinnabführungsvertrag mit der DMG MORI AKTIENGESELLSCHAFT: LG Dortmund hebt Ausgleich auf EUR 1,28 brutto an (+ 9,40 %)
von Rechtsanwalt Martin Arendts, M.B.L.-HSG
In dem
Spruchverfahren zu der gerichtlichen Überprüfung von Ausgleich und
Abfindung bei dem Beherrschungs- und Gewinnabführungsvertrag mit der DMG
MORI AKTIENGESELLSCHAFT als beherrschter Gesellschaft hat LG
Dortmund mit Beschluss vom 23. März 2023 den Ausgleich auf EUR 1,28 brutto (abzüglich Körperschaftssteuer und Solidaritätszuschlag) angehoben.
LG Dortmund, Beschluss vom 23. März 2023, Az. 18 O 74/16 (AktE)
Jaeckel u.a. ./. DMG MORI GmbH75 Antragsteller
gemeinsamer Vertreter: Rechtsanwalt Carsten Heise, c/o von Woedtke & Partner, 40212 Düsseldorf
Verfahrensbevollmächtigte der Antragsgegnerin, DMG MORI GmbH:
Rechtsanwälte CMS Hasche Sigle, 70597 Stuttgart
04 May 2023
Vantage Towers AG: Delisting of Vantage Towers AG shares from the Frankfurt Stock Exchange effective as of May 9, 2023
Convenience translation
ad hoc diclosure
Düsseldorf, May 4, 2023 - The Management Board of Vantage Towers AG ("Vantage Towers") has been informed about the decision of the Management Board of the Frankfurt Stock Exchange of May 4, 2023, that the announced (ad hoc announcement of 21. March 2023) and subsequently requested revocation of the admission of the shares of Vantage Towers AG to trading on the regulated market of the Frankfurt Stock Exchange under ISIN DE000A3H3LL2 and simultaneously in the sub-segment of the regulated market of the Frankfurt Stock Exchange with additional post-admission obligations (Prime Standard) will become effective at the end of May 9, 2023. Vantage Towers will also make representations to the other trading venues that Vantage Towers shares will cease to be traded in the over-the-counter market on other stock exchanges, if possible, at the end of May 9, 2023, or promptly thereafter, and that any existing listings will be discontinued with effect from that date.
Oak Holdings GmbH had already held a majority of approximately 89.26% of the shares of Vantage Towers AG after settlement of its voluntary public takeover offer on March 22, 2023. The delisting follows Oak Holdings GmbH's delisting tender offer of April 5, 2023, the offer period of which expired on May 3, 2023, and which resulted in a tender of additional approximately 0.04% of the shares of Vantage Towers AG to Oak Holdings GmbH.
After May 9, 2023, all transparency obligations associated with a listing on a regulated or organized market, such as the ad hoc disclosure obligation and the obligation to prepare half-yearly financial reports and quarterly announcements, will cease to apply in the future.
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