OTI Greentech AG: Application for delisting from the open market of the Düsseldorf Stock Exchange resolved

Publication of inside information pursuant to Article 17 MAR

Berlin, December 30, 2024 - Following a joint meeting with the Supervisory Board, the Management Board of OTI Greentech AG ("Company") has decided to apply for the delisting of the Company's shares (ISIN DE000A2TSL22) from the general open market of the Düsseldorf Stock Exchange. The Management Board of the company will shortly send a corresponding letter to BÖAG Börsen AG applying for delisting. In accordance with BÖAG Börsen AG's terms and conditions for over-the-counter trading on the Düsseldorf Stock Exchange, the delisting will take place six months after the end of the month in which the application was submitted. The management of the Düsseldorf Stock Exchange will decide on the company's application for delisting. Trading in the shares of OTI Greentech AG on the general open market of the Düsseldorf Stock Exchange is therefore expected to end at the close of trading on June 30, 2025.

The decision to delist was made because the economic benefit of including the company's shares in the open market on the Düsseldorf Stock Exchange no longer justifies the associated costs. The delisting is expected to reduce the company's future administrative and cost expenses.

OTRS AG: EasyVista Successfully Completes Acquisition of a Majority Shareholding in OTRS Group, Reaffirming its Ambition to Become a Global Leader in IT Solutions

Corporate News

Paris, December 20th, 2024 – EasyVista announces the successful completion of its acquisition of a majority shareholding in OTRS Group, a prominent ITSM provider headquartered in Germany and listed on the Frankfurt Stock Exchange. With this acquisition, the Eurazeo-backed company is on track to exceed €70 million in sales by the end of the year, with half of it being generated outside of France.

EasyVista has completed and closed the acquisition of a total of over 90% of OTRS shares. The company intends to acquire the remaining shares in OTRS by means of a voluntary public takeover offer combined with a delisting, as well as to carry out a squeeze-out procedure.

With the acquisition of OTRS, EasyVista will be able to accelerate its expansion across the European market to gain a foothold in Germany. A leading provider of IT service management and security incident response solutions listed on the Frankfurt Stock Exchange, OTRS generated revenues of more than €12 million in 2023 in 56 countries, 55% of which were in Germany. OTRS supports more than 850 clients worldwide, including Airbus and Porsche, and has also developed a range of services tailored to SMEs and SMBs.

Since Eurazeo became a majority shareholder, EasyVista has tripled its recurring revenue and significantly strengthened its IT services technology platform, which now includes a complete suite of IT service management, remote support, IT monitoring and self-healing technologies. EasyVista's customers include leading companies such as the American Red Cross, US Foods and Goldman Sachs in the USA, Aéroports de Paris and Vinci in France, Unicaja in Spain and Galp in Portugal underscoring its ambition to play a leading role in the global IT solutions market.

Patrice Barbedette, CEO of EasyVista, declared: "We are thrilled to welcome OTRS into the EasyVista family and are proud to have successfully completed this acquisition in such a short timeframe, a testament to the shared vision and confidence of OTRS shareholders in EasyVista's ambitions. This acquisition not only accelerates our international growth but also strengthens our IT services platform and IT security offering, further solidifying our position as a leading global player.”

André Mindermann, Co-founder and CEO of OTRS Group, declared: “I'm very happy that OTRS is now joining forces with EasyVista to create Europe’s leading IT solutions platform. We look forward to working together to meet the most critical IT needs of organizations worldwide."

About OTRS Group

OTRS Group is the manufacturer and the world’s largest provider of the enterprise service management suite OTRS. It offers companies industry-independent software solutions for structured communication in customer service, IT service management and security management. In addition to the core product OTRS, the security solution STORM ensures efficient cybersecurity incident management and transparent documentation in accordance with standards such as ISO 27001.

For more information, visit https://otrs.com/

About EasyVista

EasyVista is a leading IT software provider delivering comprehensive IT solutions, including service management, remote support, IT monitoring, and self-healing technologies. EasyVista empowers companies to embrace a customer-focused, proactive, and predictive approach to IT service, support, and operations. EasyVista is dedicated to understanding and exceeding customer expectations, ensuring seamless and superior IT experiences.

Today, EasyVista supports more than 3,000 companies worldwide in accelerating digital transformation, enhancing employee productivity, reducing operating costs, and boosting satisfaction for both employees and customers across various industries, including financial services, healthcare, education, and manufacturing.

For more information, visit www.easyvista.com.

SNP Schneider-Neureither & Partner SE: SNP enters into investment agreement with Carlyle to support its long-term growth strategy

News Release

- Carlyle announces voluntary public cash takeover offer for SNP

- Carlyle signs share purchase agreement with SNP anchor shareholder Wolfgang Marguerre for 65.19 % of SNP shares and secures irrevocable undertakings from additional shareholders, representing in aggregate 11.06 % of the total share capital of SNP

- Shareholders will receive an offer price of EUR 61.00 per SNP share, representing a premium of 13.4 % to the closing price of SNP shares on December 20, 2024 as well as a premium of 17.2 % to the three-month volume weighted average share price

- SNP's Supervisory Board and Management Board consider the transaction in the best interests of the company, its shareholders, employees, customers, partners and other stakeholders

Munich and Heidelberg, December 23, 2024. – SNP Schneider-Neureither & Partner SE ("SNP" or the "Company"), and Succession German Bidco GmbH (the "Bidder"), a holding company advised by global investment firm Carlyle (NASDAQ: CG), today announced the signing of an investment agreement to create a strategic partnership to support SNP's long-term growth. This strategic partnership sees Carlyle launch a voluntary public cash takeover offer (the "Offer") for all outstanding shares of SNP.

SNP is a leading global provider of software and consulting services for digital transformation, automated data migration and data management with a focus on the SAP ecosystem. The business works with more than 3,000 global customers of all sizes and in all industries, including 20 of the DAX 40 and over 100 of the Fortune 500. SNP partners with 17 out of the Top 20 SAP System Integrators to enable SAP transformations and business agility.

Carlyle will offer shareholders of SNP a cash consideration of EUR 61.00 per share. The offer price represents an attractive premium of 13.4 % to the XETRA closing share price of SNP on December 20, 2024, the last trading day prior to the announcement of the intention to launch the Offer, and a premium of 17.2 % to the volume-weighted average share price during the three months prior to the announcement of the intention to launch the Offer.

Carlyle has secured SNP shareholders' support for the offer through a share purchase agreement with majority shareholder Wolfgang Marguerre for 65.19 % of SNP shares as well as irrevocable undertakings from shareholders representing 11.06 % of the total share capital of SNP. A combined 76.25 % of the total share capital of SNP have been secured by Carlyle already.

Completion of the Offer will be subject to customary antitrust and foreign investment control approvals.

Following completion of the Offer, Carlyle intends to delist the Company.

Management Board of SNP supports Carlyle's Offer

The Investment Agreement signed by SNP and Carlyle setting out the terms and conditions of the Offer, contains definitive agreements on strategy, employees, locations and management. In accordance with the Investment Agreement, the Bidder fully supports the Management Board's current growth strategy, including the retention of the existing leadership team and, in particular, the safeguarding of employee positions and current locations.

The Management Board of SNP intends, subject to review of the published offer document and its fiduciary duties, to support the Offer and believes that the transaction is in the best interest of the Company, its shareholders, employees, customers, partners and other stakeholders.

The CEO of SNP, Jens Amail, and the Chairman of the Supervisory Board, Karl Benedikt Biesinger, welcome and strongly support the Offer.

"We are extremely thankful to Mr. Marguerre and our Supervisory Board for their unwavering support and trust over the last couple of years. Building on the vision of our founder and the incredible team at SNP, we have evolved our strategy and made strong operational progress. After careful consideration of various strategic options and an analysis of the proposed partnership with Carlyle, the Supervisory Board and Management Board have concluded that Carlyle is the right partner for the Company going forward. Their commitment and approach will strengthen SNP and our value proposition for customers and partners, and drive sustainable growth for the Company and its employees," Amail said.

Wolfgang Marguerre decides to sell stake in support of Carlyle's vision for SNP

SNP's major shareholder Wolfgang Marguerre, the founder, CEO and Chairman of Octapharma, the largest privately owned and independent plasma fractionator in the world, has decided to sell his entire stake to Carlyle after thorough discussions with potential interested parties.

"After changes in its governance model and the excellent work of the management team led by CEO Jens Amail, SNP has never been in a better position. I believe that now is the right time for the company to enter its next chapter with Carlyle as the right partner to lead its future development and create sustainable value for all stakeholders," Marguerre said.

Carlyle supports SNP's future strategy

With USD 447 billion of assets under management as of September 30, 2024, Carlyle is one of the largest investment firms that operates globally, including significant investment activity in Germany where it has been active for over 25 years supporting the growth of domestic German companies.

Michael Wand, Head of Europe Private Equity at Carlyle, said: "Carlyle is delighted that Wolfgang Marguerre and the management team of SNP have decided to select us as their partner of choice for the next phase of SNP's growth. Leveraging Carlyle's global platform and financial resources, we will actively support SNP's further internationalization and investments into SNP's next generation Kyano data migration, management and business agility platform. We are excited to partner with SNP's management team and its employees as part of the next phase of their growth journey. At the same time, we are presenting shareholders the unique opportunity to realize significant additional value now by accepting our attractive cash offer."

Kirkland & Ellis International LLP acts as legal advisor to Carlyle. ParkView Partners acts as sole financial advisor to Wolfgang Marguerre. Luther Rechtsanwaltsgesellschaft mbH acts as legal advisor to SNP Schneider-Neureither & Partner SE.

The Offer will be made on and subject to the terms and conditions set out in the offer document, which is subject to permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"). Following such permission by BaFin, the offer document will be published in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) and the acceptance period of the Offer will commence. The offer document (once available) and other information relating to the Offer will be published on the following website: www.succession-offer.com

About SNP

SNP (ticker: SHF.DE) is the global technology platform leader and trusted partner for companies seeking unparalleled data-enabled transformation capabilities and business agility. SNP’s Kyano platform integrates all necessary capabilities and partner offerings to provide a comprehensive software-based experience in data migration and management. Combined with the BLUEFIELD approach, Kyano sets a comprehensive industry standard for restructuring and modernizing SAP-centric IT landscapes faster and more securely while harnessing data-driven innovations.

SNP works with more than 3,000 customers of all sizes and in all industries, including 20 of the DAX 40 and over 100 of the Fortune 500. The SNP Group has more than 1,500 employees worldwide at over 35 locations in 20 countries. The company is headquartered in Heidelberg, Germany, and generated revenues of EUR 203.4 million in the 2023 fiscal year.

Further information is available at www.snpgroup.com

About Carlyle

Carlyle (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across its business and conducts its operations through three business segments: Global Private Equity, Global Credit and Global Investment Solutions. With USD 447 billion of assets under management as of September 30, 2024, Carlyle's purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. Carlyle employs more than 2,300 people in 29 offices across four continents.

Further information is available at www.carlyle.com. Follow Carlyle on X @OneCarlyle and LinkedIn at The Carlyle Group.

STEMMER IMAGING AG: Delisting of STEMMER IMAGING shares from Frankfurt Stock Exchange effective as of the end of December 27, 2024

Corporate News

Puchheim, December 19, 2024 – The Frankfurt Stock Exchange has decided to revoke the admission of the STEMMER IMAGING AG shares (ISIN DE000A2G9MZ9 / GSIN A2G9MZ) to the regulated market and the segment with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange upon request of STEMMER IMAGING AG by resolution published on December 19, 2024.

As a result, STEMMER IMAGING shares will no longer be traded on the regulated market of Frankfurt Stock Exchange effective as of the end of December 27, 2024. At the same time, the acceptance period of the public delisting tender offer of Ventrifossa BidCo AG to the STEMMER IMAGING shareholders published on November 29, 2024, will also end.

About STEMMER IMAGING

STEMMER IMAGING is the leading international partner for machine vision technology.

For industrial and non-industrial applications, our product range combines an extensive commercial range of products combined with a high level of expertise and value-added services.
In addition, we develop subsystems to solve specific tasks. For over 35 years, we have been helping our customers to take a leading role in their markets – across Europe and Latin America.

ADNOC International Germany Holding AG: XRG Secures 91.3% of Covestro via Voluntary Takeover Offer

Press Release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION

- XRG (formerly known as ADNOC International) achieves highly successful final acceptance rate of its tender offer for Covestro

- Transaction marks pivotal milestone in XRG’s international chemicals growth strategy and ambition to become a top five global chemicals player

- First major transformational investment for XRG, enabling ADNOC to deliver on its international growth strategy

- Completion of the transaction is subject to regulatory clearances and closing is expected for the second half of 2025

Abu Dhabi, UAE | Frankfurt, Germany – December 19, 2024: ADNOC International Germany Holding AG (the “Bidder”), a wholly owned indirect subsidiary of XRG P.J.S.C. (formerly known as ADNOC International Limited, together with the Bidder and other companies of ADNOC Group “XRG”) announces the final results of the voluntary public takeover offer (the “Takeover Offer”) to all shareholders of Covestro AG (“Covestro” or the “Company”). The aggregate of the shares tendered and already purchased by XRG amount to c. 91.32% of the total shares outstanding of Covestro.

XRG will become the new majority shareholder of Covestro, a world leader in high-quality polymer materials, subject to outstanding regulatory approvals. Today’s announcement marks a pivotal milestone in XRG’s ambitious growth strategy to become a top five global chemicals player.

His Excellency Dr. Sultan Ahmed Al Jaber, Executive Chairman of XRG, said: “We are delighted that our offer for Covestro was accepted by the overwhelming majority of shareholders. Today’s significant milestone marks the first major transformational investment for XRG, accelerating our ambition to become a top five global chemicals player, as we strive to meet the growing global demand for energy and chemical products, and accelerate the transition towards a circular economy. As a strategic, long-term and value-add investor, XRG is fully committed to Covestro's “Sustainable Future” strategy, and we look forward to delivering value for all stakeholders and unlocking new growth opportunities together with the management team and employees of Covestro.”

XRG and Covestro remain fully focused on fulfilling the regulatory conditions, including merger control, foreign investment control, and EU Foreign Subsidies Regulation clearances. The transaction is expected to close in the second half of 2025.

This transaction will solidify Covestro’s position as one of the world’s leading manufacturers of high-quality polymer materials – in both the “Performance Materials” and “Solutions & Specialties” segments. Reinforcing XRG’s commitment to Covestro’s “Sustainable Future” strategy and further strategic development, XRG has undertaken to provide additional funding to Covestro by subscribing to a capital increase, from authorized capital with exclusion of subscription rights, of 10% of Covestro’s current share capital, at the Offer Price, at closing of the transaction. In addition, XRG shares the view of the Covestro management team that the passion and expertise of Covestro’s workforce is essential to the Company’s success and views the transaction as an opportunity to foster the continued development of Covestro.

Information pertaining to regulatory clearances (in both English and German language) are available at www.covestro-offer.com.

About XRG:

XRG is a transformative international energy investment company, focused on lower-carbon energy and chemicals, and headquartered in Abu Dhabi. Wholly owned by ADNOC, XRG has an enterprise value of over $80 billion. Its portfolio includes interests in industry-leading companies that are meeting rapidly increasing global demand for lower carbon energy and the chemicals that are essential building blocks for products central to modern life.

To find out more, visit: www.XRG.com

OTRS AG: Closing of agreements for the acquisition of a majority stake of over 90% in OTRS AG by Optimus BidCo AG, an acquisition company of Easyvista SAS

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Members of the Supervisory Board have resigned

Oberursel (Taunus), 18 December 2024:

OTRS AG (“Company”) (ISIN DE00A0S9R37, WKN A0S9R3) announces that Optimus BidCo AG, an acquisition company of Easyvista SAS, has completed and closed the acquisition of a total of over 90% of the Company’s shares, including from the two largest shareholders of the Company, VBGM GmbH (a company held by Mr. André Mindermann, chairman of the Board of Directors of the Company, and Sabine Lüders, member of the Board of Directors of the Company), and UX3 GmbH (a company held by Mr. Burchard Steinbild, former chairman of the Supervisory Board of the Company).

In the course of the takeover of OTRS AG by Optimus BidCo AG, Burchard Steinbild, Thomas Stewens and Prof. Dr. Oliver Hein have resigned from their positions on the Supervisory Board as agreed and left the Company.

Optimus BidCo AG intends to acquire the remaining shares in the Company by means of a voluntary public takeover offer at the same purchase price (EUR 17 per share) combined with a delisting, as well as to carry out a procedure pursuant Section 327a Stock Corporation Act (AktG) (squeeze-out).

GK Software SE: Request by the main shareholder to carry out a squeeze-out

Corporate News

Schöneck/Vogtland, 2 December 2024 – Today, the management board of GK Software SE (ISIN DE000A40S3V1 / WKN A40S3V, the “Company”) has received the formal request by Fujitsu ND Solutions AG (“FNDS”) pursuant to Section 327a et seqq. of the German Stock Corporation Act (Aktiengesetz – AktG) to carry out the procedure for the transfer of the shares of the minority shareholders of the Company to FNDS in return for an appropriate cash compensation and, for this purpose, to have the general shareholders’ meeting of the Company pass a resolution on the transfer of the shares of the minority shareholders to FNDS.

The amount of the appropriate cash compensation that FNDS will grant the other shareholders of the Company for the transfer of the shares will be notified by FNDS at a later date.

According to its own information, FNDS directly holds 2,189,659 shares, corresponding to approximately 96.33 % of the Company’s share capital and voting rights. Therefore, FNDS is the main shareholder within the meaning of Sec. 327a para. 1 sentence 1 of the German Stock Corporation Act.

The effectiveness of the squeeze-out is still subject to the resolution by the shareholders’ meeting of the Company and the registration of the transfer resolution in the commercial register at the registered seat of the Company.

FNDS has reserved the right to revoke its transfer request until the time of the announcement of the agenda of the shareholders’ meeting of the Company regarding the resolution on the transfer of the shares of the minority shareholders to the main shareholder.

IMMOFINANZ completes S IMMO squeeze-out

Press Release | Corporate News

Vienna, 12 December 2024

IMMOFINANZ AG has successfully completed the squeeze-out of the minority shareholders of S IMMO AG. The squeeze-out became legally effective with the entry into the commercial register as of 3 December. All shares of the minority shareholders have thus been transferred to IMMOFINANZ. The trading of S IMMO shares on the stock exchange has been terminated.

S IMMO shareholders have received a cash compensation of EUR 22.05 per share, which was transferred automatically to their account by their custodian bank as of 11 December, including accrued interest.

“With the completion of the squeeze-out, we now hold 100% of the shares in our subsidiary S IMMO. We are thus taking another step towards optimising our Group structure and reducing costs. At the same time, we are strengthening our strategic orientation and creating flexibility for future investments,” says Pavel Měchura, member of the Executive Board of IMMOFINANZ.

Focus on value-creating growth and strategic sales

IMMOFINANZ Group concentrates on its core business as a growth-oriented property owner of a high-quality real estate portfolio focusing on office and retail properties in its core markets in Europe. The Group primarily focuses on flexible and innovative real estate offers with strong customer orientation and the continuous optimisation of its portfolio. Active portfolio management further includes strategic property sales, which provide the basis for continued successful growth.

A robust financial policy, which aims to ensure sufficient liquidity, a balanced capital structure with a balanced maturity profile and optimised financing costs at all times, constitutes another cornerstone of the strategy.

The Group-wide ESG strategy, which was adopted in 2023, will be consistently implemented in the future. In addition to ecological sustainability, it also encompasses social aspects and good corporate governance, coupled with solid and specific targets and milestones.

On IMMOFINANZ 

IMMOFINANZ Group is a commercial real estate group whose activities are focused on the office and retail segments of eight core markets in Europe: Austria, Germany, Poland, Czech Republic, Slovakia, Hungary, Romania and the Adriatic region. The core business covers the management and development of properties, whereby IMMOFINANZ relies on its established real estate brands – STOP SHOP (retail), VIVO! (retail) and myhive (office) – and also on complementary products and portfolios. IMMOFINANZ Group holds roughly 470 properties with a combined value of approximately EUR 8.0 billion. The company is listed on the stock exchanges in Vienna (leading ATX index) and Warsaw. Further information under: https://immofinanz.com

 _____________________

Editor's note:

The appropriateness of the cash compensation offered to S IMMO's minority shareholders will be reviewed in a review procedure (comparable to a German appraisal procedure). Further information: kanzlei@anlageanwalt.de 

alstria office REIT-AG: Squeeze Out

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

- Specified transfer demand regarding the shares of the minority shareholders of alstria office REIT-AG submitted

- Cash compensation of EUR 5.11 per share determined

Hamburg, December 13, 2024 – alstria office REIT-AG (symbol: AOX, ISIN: DE000A0LD2U1) („alstria“ or the „Company“) announces that alstria's management board today received a confirmation and specification of the squeeze-out demand submitted by BPG Holdings Bermuda Limited (“BPG Holdings”), a subsidiary of Brookfield Corporation, on September 18, 2024. In this context, BPG Holdings has announced that the implementation of the squeeze-out under stock corporation law will be carried out by BPG Holdings and that the cash compensation to be paid to the minority shareholders in accordance with Section 327b para. 1 of the Stock Corporation Act (Aktiengesetz, AktG) in return for the transfer of their shares has been determined at EUR 5.11 per share.

The squeeze-out under stock corporation law will only become effective upon the approval of the extraordinary general meeting and entry in the commercial register. The extraordinary general meeting to pass the resolution on the squeeze-out shall be convened for Q1 2025.

alstria office REIT-AG: Compensation payment due to minority shareholders at the termination of the REIT status equal to EUR 2.81 per share

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

Hamburg, December 13, 2024 - alstria office REIT-AG (symbol: AOX, ISIN: DE000A0LD2U1) ("alstria" or the "Company") announces that today, the compensation payment, which according to Section 20 of the Company's articles of association in the event of the termination of the tax exemption to shareholders who, at the time of the termination of the tax exemption, hold less than 3% of the voting rights in the Company (“Free Float Shareholders”), was set at EUR 2.81 per share (“Compensation Payment”).

On September 18, 2024, the Company has already announced that alstria will not be compliant with the requirements under the Act on German Real Estate Stock Corporations with Listed Shares (REIT-Gesetz, REITG) and is therefore expected to lose its status as a REIT stock corporation on December 31, 2024, as alstria received a demand from BPG Holdings Bermuda Limited, a subsidiary of Brookfield Corporation, pursuant to Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz, AktG) and the Squeeze Out under stock corporation law initiated by this excludes any alternative option of restoring the distribution of shares of at least 15% in free float required for a REIT stock corporation (Sections 11 para. 1, 18 para. 3 REITG).

Pursuant to Article 20 of the Company’s articles of association, Free Float Shareholders are entitled to a compensation which shall be the disadvantage in terms of distributions that results from the termination of the tax exemption pursuant to Section 18 para. 3 REITG considering the tax benefits of the shareholders on a lumpsum basis and shall be determined with binding effect for the shareholders by an auditor determined by the Institute of Auditors in Germany e.V. (IDW).

The audit company KPMG AG Wirtschaftsprüfungsgesellschaft named by the IDW at the Company’s request and subsequently engaged by the Company, today submitted its expert opinion on the determination of the disadvantage, which was set at EUR 2.81 per share.

The disadvantage has been calculated under consideration of the principles for the appraisal of enterprises (IDW S 1) as issued by the Institute of Auditors in Germany e.V. As part of the value consideration process, the preliminary valuation of the Company’s real estate portfolio as of December 31, 2024 in the amounts of EUR 4.14 billion, carried out by BNP Paribas Real Estate Consult GmbH, was taken into account.

In line with the articles of association, the management board has determined that the Compensation Payment will be credited automatically to all the Free Float Shareholders which hold shares on December 31, 2024. The Compensation Payment is generally paid out via Clearstream Banking AG by the custodian banks after deduction of 25% capital gains tax and the solidarity surcharge of 5.5% (26.375% in total) and, if applicable, church tax on the capital gains tax. It is expected to be credited to the Free Float Shareholders around January 9, 2025.

Further details on the payment process will be announced in the Federal Gazette and on the Company's website under Press/Announcements.

S IMMO AG: Squeeze-out of S IMMO AG registered with the commercial register

Vienna (03.12.2024/09:00 UTC+1)

As expected, the Commercial Court of Vienna today, 03 December 2024, registered the squeeze-out in accordance with the Austrian Squeeze-out Act (Gesellschafterausschlussgesetz), which was resolved at the Shareholders' Meeting of S IMMO AG on 14 October 2024, with the commercial register.

The squeeze-out took effect as of today. Therefore, today all shares held by minority shareholders were transferred by operation of law to the main shareholder, IMMOFINANZ AG. As of today, trading in shares of S IMMO AG on the stock exchange is no longer possible.

The affected minority shareholders will receive a cash compensation of EUR 22.05 per share of S IMMO AG in accordance with the resolution of the Shareholders' Meeting. As announced by the Company, the S IMMO shares will be derecognised from the securities accounts of the minority shareholders and claim certificates will be booked, which securitise the claim for cash compensation (including statutory interest). The cash compensation is expected to be paid out as scheduled with value date of 11 December 2024 concurrently against derecognition of the claim certificates.

_____________

Note: The adequacy of the cash compensation will be reviewed by the Commercial Court (Handelsgericht Wien), respectively the valuation board (Gremium zur Bestimmung des Umtauschverhältnisses). Further information: kanzlei@anlageanwalt.de

GK Software SE: Request by the main shareholder to carry out a squeeze-out

Schöneck/Vogtland, 2 December 2024 – Today, the management board of GK Software SE (ISIN DE000A40S3V1 / WKN A40S3V, the “Company”) has received the formal request by Fujitsu ND Solutions AG (“FNDS”) pursuant to Section 327a et seqq. of the German Stock Corporation Act (Aktiengesetz – AktG) to carry out the procedure for the transfer of the shares of the minority shareholders of the Company to FNDS in return for an appropriate cash compensation and, for this purpose, to have the general shareholders’ meeting of the Company pass a resolution on the transfer of the shares of the minority shareholders to FNDS.

The amount of the appropriate cash compensation that FNDS will grant the other shareholders of the Company for the transfer of the shares will be notified by FNDS at a later date.

According to its own information, FNDS directly holds 2,189,659 shares, corresponding to approximately 96.33 % of the Company’s share capital and voting rights. Therefore, FNDS is the main shareholder within the meaning of Sec. 327a para. 1 sentence 1 of the German Stock Corporation Act.

The effectiveness of the squeeze-out is still subject to the resolution by the shareholders’ meeting of the Company and the registration of the transfer resolution in the commercial register at the registered seat of the Company.

FNDS has reserved the right to revoke its transfer request until the time of the announcement of the agenda of the shareholders’ meeting of the Company regarding the resolution on the transfer of the shares of the minority shareholders to the main shareholder.

STEMMER IMAGING AG: Acceptance period for MiddleGround Capital’s public delisting tender offer for STEMMER IMAGING AG begins

Corporate News

Puchheim, November 29, 2024 – The majority shareholder of STEMMER IMAGING AG, Ventrifossa BidCo AG ("Bidder"), a holding company controlled by MiddleGround Capital, today published the offer document for the public delisting tender offer to all shareholders of STEMMER IMAGING AG (ISIN DE000A2G9MZ9 / GSIN A2G9MZ). The offer aims to acquire the outstanding shares not already directly held by the Bidder. Previously, the German Federal Financial Supervisory Authority (BaFin) had approved the publication of the offer document.

The acceptance period begins today and ends on December 27, 2024, at 24:00 (CET). Both companies had concluded a delisting agreement on November 6, 2024. The Bidder currently holds approximately 83.5% of the share capital and voting rights of STEMMER IMAGING.

The offer price of EUR 48.00 per share is above the weighted average stock exchange price of the STEMMER IMAGING share during the last six months prior to the publication of the decision of the Bidder to make the delisting tender offer on November 6, 2024. Furthermore, the offer price of the delisting tender offer represents a premium of approximately 52% over the closing price of STEMMER IMAGING AG shares on July 19, 2024, the last trading day unaffected by the previous takeover offer by the Bidder for the STEMMER IMAGING AG shares.

The Management Board of STEMMER IMAGING AG has committed as part of the delisting agreement and subject to legal requirements to support the delisting and to apply for the revocation of the admission of all STEMMER IMAGING shares to trading on the regulated market of the Frankfurt Stock Exchange during the acceptance period of the delisting tender offer. In accordance with their legal obligations, the Management Board and Supervisory Board of STEMMER IMAGING AG will publish a joint reasoned opinion on the delisting tender offer during the acceptance period.

With the termination of the stock exchange listing, trading of STEMMER IMAGING shares on the regulated market will be ceased. This may result in very limited liquidity and availability of market prices for STEMMER IMAGING shares. Shareholders are therefore given the opportunity to tender their shares into the delisting tender offer before the listing ends. Furthermore, with the termination of the listing on the regulated market, several extensive financial reporting and capital market disclosure obligations of STEMMER IMAGING will also come to an end.

The delisting tender offer is not subject to any conditions. The termination of the admission of STEMMER IMAGING shares to trading on the regulated market is expected to take effect at the end of December 2024. The offer document and a non-binding English translation, along with further information about the offer, are available at www.project-oculus.de.

Important Note 

This press release does not constitute a statement by the Management Board or the Supervisory Board in relation to the delisting tender offer. The Bidder’s offer document is solely binding for the delisting tender offer itself.

S IMMO AG: Entry of squeeze-out of S IMMO AG in the commercial register expected for 03 December 2024

Business news for the stock market

Vienna (26.11.2024/08:00 UTC+1)

On 14 October 2024, the Shareholders' Meeting of S IMMO AG resolved upon the squeeze-out of the minority shareholders of S IMMO AG in accordance with the Austrian Squeeze-out Act (Gesellschafterausschlussgesetz). Subject to the decision of the Commercial Court of Vienna, the squeeze‑out is currently expected to be registered with the commercial register on 03 December 2024.

The squeeze-out will become effective upon registration with the commercial register. All shares held by minority shareholders will be transferred to the main shareholder, IMMOFINANZ AG, upon the squeeze‑out taking effect. Trading in shares of S IMMO AG on the stock exchange will no longer be possible from this date. The last trading day in the shares of S IMMO AG on the Vienna Stock Exchange is therefore expected to be 02 December 2024.

The affected minority shareholders will receive a cash compensation of EUR 22.05 per share of S IMMO AG in accordance with the resolution of the Shareholders' Meeting. For this purpose, the S IMMO shares will be derecognised from the securities accounts of the minority shareholders shortly after registration with the commercial register and claim certificates will be booked, which securitise the claim for cash compensation (including statutory interest). The cash compensation is expected to be paid out with value date 11 December 2024 concurrently against derecognition of the claim certificates.

Holders of S IMMO shares held in custody will be informed in writing by the custodian bank about further details of the payment of the cash compensation.

S IMMO AG will also provide information on the entry of the squeeze-out in the commercial register and any delays to the schedule described above in a corporate news release.

Entering into agreements for the acquisition of a majority stake in OTRS AG by Optimus BidCo AG, an acquisition company of Easyvista SAS, for a purchase price of EUR 17 per share

Publication of inside information in accordance with Article 17 of Regulation (EU) No 596/2014 (Ad hoc Disclosure)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Oberursel (Taunus), 22 November 2024

OTRS AG (“Company”) (ISIN DE00A0S9R37, GSIN A0S9R3) announces:

The Company and Easyvista SAS (through Optimus BidCo AG) agree entering into a strategic partnership with the objective of creating a European technology leader in the IT Service Management (ITSM) market. 

• As a strategic partner, Easyvista SAS will provide the Company with (i) its complementary footprint in Europe and the US, (ii) its expertise in the ITSM mid and upper-mid-market and (iii) greater financial flexibility.

• Optimus BidCo AG has entered into purchase agreements to acquire a total of 75.08% of the Company's shares, including with the two largest shareholders of the Company, VBGM GmbH (a company held by Mr André Mindermann, chairman of the board of directors of the Company, and Sabine Lüders, member of the board of directors of the Company), and UX3 GmbH (a company held by Burchard Steinbild, chairman of the supervisory board of the Company).

• All selling shareholders will receive a purchase price of EUR 17.00 per share, which corresponds to a premium of 158.1% based on the 3-months volume-weighted average price (3M VWAP) of the Company's shares as of 21 November 2024 (Source: Xetra).

• Optimus BidCo AG intends to acquire the remaining shares in the Company by means of a voluntary public takeover offer at the same purchase price (EUR 17.00 per share) combined with a delisting, as well as to carry out, as the case may be, a procedure pursuant Section 327a Stock Corporation Act (AktG) (squeeze-out) and/or to enter into a domination and profit and loss transfer agreement.

In details, Optimus BidCo AG, Frankfurt am Main, an acquisition company of Easyvista SAS, Noisy-le-Grand/France, has concluded purchase agreements on 22 November 2024 so that its shareholding in the Company will amount to 75.08% after closing of the agreements: 

• The purchase price is EUR 17.00 per share for a total of 1,438,818 no par value shares, summing up to a total purchase price of EUR 24,459,906 million.

• The main purchase agreement has been concluded with the two largest shareholders of the Company, VBGM GmbH, Bad Homburg v.d. Höhe (the majority shareholder of which is the chairman of the board of directors of the Company, Mr André Mindermann, and the minority shareholder of which is the member of the board of directors of the Company, Sabine Lüders, and UX3 GmbH, Beckeln (the sole shareholder of which is the chairman of the supervisory board of the Company, Burchard Steinbild), for the acquisition of all their shares, namely 1,327,542 no-par value shares, corresponding to 69.28 % of the Company’s share capital.

• Part of the purchase price under the main purchase agreement will not be paid in cash. The sellers will by way of re-investment receive shares in Easyvista Holding SAS, Noisy-le-Grand/France, the parent company of Easyvista SAS.

• Optimus BidCo AG has also concluded further purchase agreements with minority shareholders for the acquisition of 111,276 shares in the Company at the same purchase price; these selling shareholders will receive the purchase price in cash.

• The closing of all purchase agreements is expected to take place within one month after the signing and is subject to customary closing conditions.

Optimus BidCo AG intends, after fulfilment of the conditions for, and closing of, the aforementioned purchase agreements, to acquire the remaining shares in the Company by means of a voluntary public takeover offer at the same purchase price (EUR 17.00 per share) combined with a delisting, as well as to carry out, as the case may be, a procedure pursuant Section 327a Stock Corporation Act (AktG) (squeeze-out) and/or to enter into a domination and profit and loss transfer agreement.

Lenovo in Squeeze-Out of MEDION AG Minority Shareholders

November 14, 2024

Cleary Gottlieb represented long-standing client Lenovo Group Limited in the squeeze-out of the minority shareholders of Frankfurt-listed MEDION AG.

On November 12, 2024, the annual general meeting of MEDION AG approved the squeeze-out, which is expected to be consummated in January 2025. The minority shareholders will receive an appropriate cash compensation of €14.28 per share.

Lenovo Group Limited, through its German subsidiary Lenovo Germany Holding, became the majority shareholder of MEDION AG by way of a public takeover in 2011 and has since increased its shareholding in the company, reaching the threshold of 95% of shares required to squeeze-out the remaining minority shareholders.

The Lenovo group was founded in 1984. It is a leading global PC company and a manufacturer and provider of information technology products and services. Lenovo Group Limited has been listed on the on the stock exchange of Hong Kong since 1994.

MEDION AG was founded in 1983 and became a listed entity in 1998. MEDION AG is a leading German provider of PCs and notebooks and also offers digital services in the areas of electronic software distribution, music platforms, and other online services. MEDION group comprises subsidiaries in Europe, the U.S., and APAC.

press release of Cleary Gottlieb

ZEAL Network SE: ZEAL continues to grow: New customers, revenue and earnings significantly increased, forecast raised

Corporate News

- Group revenue grows by 41 % to € 121.0 million compared to the same period of the previous year

- EBITDA grows by 51 % to € 35.0 million

- Record number of 807 thousand new customers in the first nine months of this year

- ZEAL raises its revenue and EBITDA forecast for the 2024 financial year as a result of its business performance

- Successful launch of the new charity lottery Traumhausverlosung

- Cancellation of all treasury shares resolved

- Share repurchase offer of up to € 25.0 million announced

Hamburg, 06 November 2024. ZEAL Network SE, the leading German online provider of lottery products, achieved significant growth in both revenue and EBITDA in the first nine months of 2024. Consolidated revenue increased by 41 % to € 121.0 million (2023: € 86.0 million). EBITDA grew even faster than revenue, increasing by 51 % to € 35.0 million (2023: € 23.2 million).

“We are proud of our excellent business development since the beginning of the year, which is reflected in significant growth in revenue, EBITDA and new customer acquisition. The efficiency gains and scale effects of our business model are reflected in a disproportionately high increase in profitability. Although the jackpot situation in the third quarter was less favorable than at the beginning of the year, we were able to significantly increase lottery revenue by 42 % compared to the same period last year. Another highlight of the third quarter was the launch of our new charity lottery Traumhausverlosung, which significantly exceeded our expectations,” says Sebastian Bielski, CFO of ZEAL.

Lottery revenue grows by 35 %

ZEAL's positive revenue development in the first nine months of 2024 is mainly due to the strong performance of the lottery business: Revenue from lotteries climbed by 35 % to € 107.6 million (2023: € 79.4 million) and billings from lotteries grew by 17 % to € 743.1 million (2023: € 633.2 million). This growth is attributable to the 17 % increase in the average number of active customers per month (1,347 thousand). The average billings per active user was on a par with the previous year. In addition, ZEAL improved its gross margin by two percentage points to 14.5 % (2023: 12.5 %) by changing its product mix and optimizing margins.

Strong result thanks to record customer growth and lower acquisition costs
ZEAL has once again significantly expanded its customer base since the beginning of the year. The number of registered new customers rose by 56 % to 807 thousand (2023: 518 thousand), a record figure in ZEAL's history. In the third quarter of 2024, ZEAL acquired 28 % more new customers, although there were no maximum jackpots for the Eurojackpot and Lotto 6aus49 compared to the same period in the previous year. Thanks to more efficient marketing measures, the successful acquisition of new customers led to a year-on-year decrease in acquisition costs per registered new customer (cost per lead, CPL) of 24 % to € 35.54 (2023: € 46.81).

Other operating expenses increased by 29 % to € 63.2 million (2023: € 48.8 million). Due to the company's strategic decision to use the good jackpot situation in the first half of 2024 for accelerated and efficient customer growth, marketing expenses increased by 20 % to € 36.9 million in the first nine months of the year compared to the same period of the previous year (2023: € 30.7 million). The higher direct operating costs of € 12.4 million (2023: € 8.6 million) are attributable to the increase in payment processing costs, customer identification costs and commissions paid to external developers for the expansion of the games portfolio.

EBITDA increased disproportionately in relation to the strong sales growth due to efficiency improvements and further economies of scale and, at € 35.0 million, was 51% higher in the first three quarters of 2024 than in the same period of the previous year (2023: € 23.2 million). At € 28.9 million, EBIT even exceeded the previous year's figure (2023: € 16.6 million) by 74%.

Forecast raised

Due to the above-average business development in the first nine months of 2024, ZEAL raised the forecast published on 20 March 2024 in October. Depending on the general conditions – in particular the further jackpot development – the company now expects revenue of between € 158 million and € 168 million for the 2024 financial year (previously: € 140 million to € 150 million). ZEAL also expects EBITDA to be in the range of € 42 million to € 46 million (previously: € 38 million to € 42 million).

First dream house raffle in Germany

ZEAL launched the first raffle for an existing property in Germany on 1 August 2024 with the Dream House Raffle (German name: Traumhausverlosung). The first dream home on the Baltic Sea was raffled off on 4 November 2024, followed immediately by the raffle for the second home on the Flensburg Fjord. Demand during the entire first draw period was well above expectations.

Squeeze-out of LOTTO24 AG completed

With the acquisition of the remaining shares in LOTTO24 AG, ZEAL has reached an important milestone in the optimization of the Group structure. On 27 August 2024, the Annual General Meeting of LOTTO24 AG resolved to transfer the shares of the minority shareholders of LOTTO24 AG to ZEAL Network SE against payment of a cash compensation of € 479.25 per share. The squeeze-out was entered in the commercial register on 8 October 2024 and completed on 16 October 2024. ZEAL now holds 100 % of the LOTTO24 shares and has proposed to the Extraordinary General Meeting of ZEAL on 15 November 2024 the conclusion of profit and loss transfer and domination agreements between ZEAL and LOTTO24 AG.

Cancellation of treasury shares

The Management Board and Supervisory Board of ZEAL have resolved to cancel all 733,851 treasury shares currently held by ZEAL and to reduce the company's share capital accordingly. The cancellation and capital reduction relate to approx. 3.28% of the current share capital.

Public share repurchase offer announced

ZEAL announced today that it will repurchase up to 568,181 shares at a price of € 44.00 per share by way of a public share repurchase offer, which corresponds to up to 2.62 % of ZEAL's share capital after implementation of the capital reduction described above. The share repurchase offer thus has a volume of up to € 25 million and will be financed by utilizing existing credit lines. The acceptance period for the repurchase offer starts on 18 November 2024 and ends on 29 November 2024, subject to extension. The new share repurchase serves to further optimize the company’s capital structure. It is intended to cancel the shares acquired as part of the repurchase offer by reducing the share capital. Further details of the repurchase offer are contained in the offer document, which will be published on 18 November 2024 on the company's website (www.zealnetwork.de) in the section "Investoren / Aktienrückkauf 2024" and in the German Federal Gazette (Bundesanzeiger) (www.bundesanzeiger.de) (German language only). In addition, the company will publish a non-binding English translation of the offer document on its website (www.zealnetwork.de) in the section "Investors / Repurchase Offer 2024".


About ZEAL

ZEAL Network is an e-commerce group of companies based in Hamburg and the market leader for online lotteries in Germany. Founded in 1999, we brought lotteries to the internet. Today, the ZEAL group now has around one million active customers and more than 200 employees at three locations. ZEAL allows the participation in state-licensed lotteries via the LOTTO24 and Tipp24 brands and also offers its own lottery products. ZEAL also owns the brands ZEAL Instant Games, ZEAL Ventures and ZEAL Iberia. In 2024, the ZEAL Group celebrates its 25th anniversary. Since our foundation, growth, innovation and success are at the heart of what we do.

LEG Immobilien SE: Acquisition of Brack Capital Properties N.V. through the conclusion of a share purchase agreement and a tender commitment in the event of a public offer

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

- LEG subsidiary and Adler Real Estate GmbH (Adler) enter into share purchase agreement regarding 52.68% of the shares in Brack Capital Properties N.V. (BCP)

- Adler commits to tender additional 10.1% of the shares in BCP in the event of a public offer (tender commitment)

Today, LEG Grundstücksverwaltung GmbH (LEG), a subsidiary of LEG Immobilien SE, with the approval of the boards of LEG Immobilien SE, has entered into an agreement with Adler relating to the acquisition of 52.68% of the shares in BCP, a real estate company listed on the Tel Aviv Stock Exchange. Together with its 35.52% stake in BCP already acquired in 2021/2022, LEG initially increases its stake to 88.20% upon completion of the share purchase agreement. In addition, Adler has committed to tender its remaining 10.1% of the shares in case of a public offer by LEG regarding BCP (tender commitment). In the event that no public offer is made, LEG grants Adler a put option for the 10.1% stake in BCP at a certain point in time.

The cash-financed purchase price for Adler’s entire 62.78% % stake in BCP amounts to approximately EUR 219m. The price of EUR 45 per share represents a 48% discount on the Net Tangible Asset value (NTA) reported by BCP for H1/2024, resulting in a positive effect on the NTA per LEG share. The impact on the Adjusted Funds From Operations (AFFO) per share is expected to be neutral in 2025. Significant effects on the Loan to Value (LTV) ratio are not expected. In the medium term, BCP’s profitability level is to raise to the one of LEG, particularly through realization of synergies in financing, management, and administration, thereby contributing to AFFO growth.

LEG Immobilien SE sees the potential completion of the acquisition of BCP as a consistent step in expanding its portfolio in line with its strategy. The transaction allows LEG to further strengthen its market position – more than 90% of BCP’s 9,100 units are located in its core area of activity, in particular in North Rhine-Westphalia, which represents approximately half of BCP’s portfolio – but also in the new markets added in the course of its growth strategy, such as Kiel, Hannover, Göttingen and Bremen. With Leipzig, LEG is now establishing a new attractive location.

The completion of the transaction regarding the 52.68% stake is planned for early 2025; merger control clearance has already been granted. The full acquisition (including a squeeze-out of remaining minority shareholders and a delisting) is expected in the following months thereafter.

Takeover Offer for shares of Nexus AG

Announcement of the decision to make avoluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 paras. 1 and 3 in connection with Sections 29 para. 1 and 34 of the German Securities Acquisition and Takeover Act

(Wertpapiererwerbs‑ und Übernahmegesetz – WpÜG)

Bidder:
SCUR-Alpha 1766 GmbH (in future: Project Neptune Bidco GmbH)
c/o SCUR24 Holding GmbH
Schwanthalerstraße 73
80336 Munich
Germany
registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich, Germany, under registration number HRB 296422

Target:
Nexus AG
Irmastraße 1
78166 Donaueschingen
Germany
registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Freiburg i. Br., Germany, under HRB 602434
WKN 522 090 / ISIN DE0005220909

On 5 November 2024, SCUR-Alpha 1766 GmbH (in future: Project Neptune Bidco GmbH) (the "Bidder"), a holding company controlled by investment funds managed and advised by affiliates of TA Associates Management, L.P., decided to make a public takeover offer (freiwilliges öffentliches Übernahmeangebot) to the shareholders of Nexus AG (the "Company") for the acquisition of all non‑par value bearer shares (nennwertlose Inhaberaktien) in the Company (ISIN DE0005220909) each share representing a proportionate amount of EUR 1.00 of the share capital of the Company, (the "Nexus Shares") against payment of a cash offer price of EUR 70.00 per Nexus Share (the "Offer"). The Offer will be subject to a minimum acceptance threshold of 50% plus one share of all issued Nexus Shares and other customary conditions, in particular merger control and foreign investment control clearances.

On the date hereof, the Bidder entered into irrevocable undertakings with certain shareholders of the Company, pursuant to which these shareholders have committed to accept the Offer for all Nexus Shares held by them. Overall, such irrevocable undertakings relate to an aggregate of 26.98% of all voting rights and 26.92 % of the share capital of the Company. The irrevocable undertakings constitute "instruments" within the meaning of section 38 of the German Securities Trading Act (WpHG).

The offer document for the Offer (in the German language and a non‑binding English translation thereof) and other information relating to the Offer will be published on the internet at www.neptune-public-offer.com.

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in the Company. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. Investors and holders of shares in the Company are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer upon their availability since they will contain important information.

The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America.

Munich, 5 November 2024

SCUR-Alpha 1766 GmbH (in future: Project Neptune Bidco GmbH)

Salzgitter Aktiengesellschaft: Potential voluntary public takeover bid to the shareholders of Salzgitter AG

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

The shareholder of Salzgitter AG (ISIN DE0006202005 / WKN 620200, the “Company”) GP Günter Papenburg Aktiengesellschaft has notified the Company that it considers, together with TSR Recycling GmbH & Co. KG (jointly the “Consortium”), to submit a voluntary public takeover bid to the shareholders of the Company in order to acquire shares of the Company. The possible offer shall, among other things, be subject to the Consortium achieving an aggregate shareholding of at least 45 % + one share (including the shares already held by GP Günter Papenburg Aktiengesellschaft) by the end of the acceptance period. The range of a potential offer price has not yet been mentioned to the Company.

The Company will inform the capital market about further relevant developments in this regard without undue delay in accordance with its legal obligations. In case of the Consortium actually submitting a voluntary public takeover bid to the shareholders of the Company, the Executive Board and the Supervisory Board will issue a reasoned opinion pursuant to §27 German Securities Acquisition and Takeover Act (WpÜG).

Commerzbank decides to implement a share buyback programme with a volume of up to 600 million euros

Ad hoc release 

4. November 2024

After receipt of the necessary approvals Commerzbank AG decided today to implement a share buyback programme with a volume of up to 600 million euros.

The share buyback will start after the reporting for the third quarter 2024 at the earliest and should be completed by mid of February 2025 at the latest. Following the resolution of the Management Board the details of the share buyback programme will be made public in an announcement pursuant to Art. 5(1) lit. a) of Regulation (EU) 596/2014 and Art. 2(1) of Delegated Regulation (EU) 2016/1052. The repurchased shares of Commerzbank AG will be redeemed.

infas Holding Aktiengesellschaft: Further examination of the ongoing public takeover offer by the Federal Cartel Office

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

Bonn, 4 November 2024 – infas Holding Aktiengesellschaft (“Company”) (ISIN DE0006097108 / WKN 609710) announces that the German Federal Cartel Office (Bundeskartellamt) has today communicated that it will conduct broader investigations, in particular market enquiries, of the ongoing public takeover offer of Ipsos DACH Holding AG (“Bidder”).

Against this background, the Bidder will re-notify the project to the German Federal Cartel Office following a withdrawal of the original application in order to continue to enable clearance in the preliminary review procedure (so-called Phase I).

Bonn, 4 November 2024

Cinven to Acquire Elliott’s Stake in SYNLAB AG, Squeeze-Out to Follow

Corporate News 

Elliott to remain indirect minority shareholder in SYNLAB

The Management Board of SYNLAB AG (“SYNLAB”) has been informed that international private equity firm Cinven has reached an agreement with funds advised by Elliott Advisors (UK) Limited (“Elliott”). Under this agreement, Cinven will acquire Elliott’s current direct minority stake of approximately 10% in SYNLAB. Elliott will become an indirect minority shareholder in SYNLAB, alongside existing shareholders Cinven, Labcorp (subject to regulatory approval), and Qatar Holding LLC. The transaction is subject to regulatory approvals and is expected to close in early 2025.

The acquiring entity of Elliott’s shareholding will be Ephios Bidco GmbH (“Ephios Bidco”), an entity controlled by funds managed and/or advised by Cinven and the majority shareholder of SYNLAB AG. Ephios Bidco currently holds approximately 86% of the SYNLAB share capital. Upon closing of the transaction with Elliott, Ephios Bidco will hold at least 96.09% of the share capital and at least 97.15% of the voting rights of SYNLAB AG.

In light of this development, Ephios Bidco today submitted a demand to the Management Board of SYNLAB to convene a general meeting of SYNLAB AG to resolve the transfer of the shares held by its remaining (minority) shareholders to Ephios Bidco as majority shareholder in return for appropriate cash compensation, in accordance with Sections 327a et seqq. AktG (squeeze-out under stock corporation law). Ephios Bidco will announce the amount of the appropriate cash compensation separately to the Management Board of SYNLAB once the required valuation work has been completed.

The Management Board of SYNLAB will inform about the date of the Annual General Meeting at which a corresponding transfer resolution will be adopted in accordance with statutory legal requirements. The squeeze-out will only become effective following approval by the general meeting of SYNLAB and registration with the commercial register.

Mathieu Floreani, CEO of SYNLAB Group, commented: “We see this development as a positive step for SYNLAB. Elliott’s decision to remain an indirect shareholder demonstrates their continued belief in our Group’s potential and future growth. We look forward to working closely with all our shareholders to drive SYNLAB’s success.”

About SYNLAB 

SYNLAB Group is the leader in medical diagnostic services and specialty testing in Europe. The Group offers a full range of innovative and reliable medical diagnostics to patients, practising doctors, hospitals and clinics, governments and corporates.

Providing the leading level of service within the industry, SYNLAB is the partner of choice for routine and specialty diagnostics in human medicine. The Group continuously innovates medical diagnostic services for the benefit of patients and customers.

SYNLAB operates in more than 20 countries across four continents and holds leading positions in most markets. More than 27,000 employees, including over 2,000 medical experts, as well as a large number of other specialists such as biologists, chemists and laboratory technicians, contribute every day to the Group’s worldwide success.

SYNLAB performed around 600 million laboratory tests and achieved revenues of €2.64 billion in 2023.

More information can be found on www.synlab.com

About Cinven

Cinven is a leading international private equity firm focused on building world-class global and European companies. Its funds invest in six key sectors: Business Services, Consumer, Financial Services, Healthcare, Industrials and Technology, Media and Telecommunications (TMT). Cinven has offices in London, New York, Frankfurt, Paris, Milan, Madrid, Guernsey and Luxembourg.

Cinven takes a responsible approach towards its portfolio companies, their employees, suppliers, local communities, the environment and society.

Cinven Capital Management (V) General Partner Limited, Cinven Capital Management (VI) General Partner Limited, Cinven Capital Management (VII) General Partner Limited and Cinven Capital Management (SFF) General Partner Limited are each authorised and regulated by the Guernsey Financial Services Commission, and Cinven Limited is authorised and regulated by the Financial Conduct Authority.

In this press release ‘Cinven’ means, depending on the context, any of or collectively, Cinven Holdings Guernsey Limited, Cinven Partnership LLP, and their respective Associates (as defined in the Companies Act 2006) and/or funds managed or advised by any of the foregoing.

For additional information on Cinven please visit www.cinven.com and www.linkedin.com/company/cinven/.

About Elliott

Elliott Investment Management L.P. (together with its affiliates, "Elliott") manages approximately $69.7 billion of assets as of June 30, 2024. Founded in 1977, it is one of the oldest funds under continuous management. The Elliott Funds' investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. Elliott Advisors (UK) Limited is an affiliate of Elliott Investment Management L.P.

More information can be found on www.elliottmgmt.com.

niiio finance group AG: Application for delisting from the general open market of the Düsseldorf Stock Exchange as well as termination and early repayment of the convertible bond

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

Görlitz, October 30, 2024

niiio finance group AG (ISIN: DE000A2G8332) ("Company") has decided today to apply for the delisting of the Company's shares from the general open market (Allgemeiner Freiverkehr) of the Düsseldorf Stock Exchange. The Company expects that the Düsseldorf Stock Exchange will approve the application; in this case, the delisting will take place with a notice period of six months, i.e. expected at the end of April 2025. The shares will then no longer be listed in the open market (Freiverkehr) due to the Company's request.

Until the end of the six-month period, the Company's shareholders will continue to have the opportunity to trade their shares on the open market of the Düsseldorf Stock Exchange. Reference is also made to the voluntary purchase offer for shares in the Company announced by Neptune BidCo AG in the Federal Gazette on October 29, 2024. The Company has already published an ad hoc announcement about the planned purchase offer of Neptune BidCo AG (see ad hoc announcement of the Company dated August 26, 2024) and reported on the upcoming publication of the purchase offer in the Federal Gazette (see corporate news of the Company dated October 29, 2024).

The decision to delist was made because the economic benefit of listing the Company's shares on the open market of the Düsseldorf Stock Exchange no longer justifies the associated costs. The delisting is expected to reduce the Company's future administrative and cost expenses.

Furthermore, the Company has decided today to terminate all 406,246 not yet converted bonds of the convertible bond 2021/2026 (Wandelanleihe 2021/2026) issued by the company (ISIN DE000A3E5S26; "Convertible Bond") with a total nominal amount of EUR 406,246 with effect from the end of January 31, 2025, in compliance with the notice period of at least 90 days in accordance with section 3.3 of the bond terms and conditions, and to thus redeem the Convertible Bond prematurely and in full.

The date of early redemption in accordance with the bond terms and conditions is also January 31, 2025. On the redemption date, the bondholders will receive the nominal amount plus the interest accrued thereon up to the date of redemption (exclusive).

The bondholders do not need to take any action in connection with the termination of the Convertible bond. The bonds are deposited in a global certificate with Clearstream Banking AG, Frankfurt, therefore the credits are made via Clearstream Banking AG and the custodian banks.

The Company’s executive board intends to announce the termination of the Convertible Bond in October 2024 in accordance with section 14.1 of the bond terms and conditions on the company's website at niiio.finance/investor-relations/, under the section "Wandelanleihe 21/26".

Delisting Offer for shares of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft

PUBLICATION PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 OF THE GERMAN SECURI-TIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ÜBERNAHME-GESETZ - "WPÜG") IN CONJUNCTION WITH SECTION 39 PARA. 2 SENT. 3 NO. 1 OF THE GERMAN STOCK EXCHANGE ACT (BÖRSENGESETZ - "BÖRSG")

Bidder:
TLG IMMOBILIEN AG
Alexanderstraße 1
10178 Berlin
Germany
registered with the commercial register of the local court (Amtsgericht) Charlottenburg under HRB 161314 B
ISIN: DE000A12B8Z4

Target Company:
WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft
Alexanderstraße 1
10178 Berlin
Germany
registered with the commercial register of the local court (Amtsgericht) Frankfurt am Main under HRB 55695
ISIN: DE000A1X3X33

The offer document will be published on the Internet once such publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) at:

https://www.tlg.de/investor-relations/delisting-angebot-wcm-ag

Today, on October 10, 2024, TLG IMMOBILIEN AG (the "Bidder"), with its registered office in Berlin, Germany, has decided to submit a public delisting tender offer (the "Delisting Offer") pursuant to Section 39 para. 2 sent. 3 no. 1 BörsG in the form of a cash offer to the shareholders of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft (the "Company"), with its registered of-fice in Frankfurt am Main, Germany, to acquire all no-par value bearer shares in the Company, each with a notional interest in the share capital of EUR 1.00 (ISIN DE000A1X3X33) (the "WCM Shares"), which are not already held by the Bidder.

The Bidder currently holds a share of approx. 98.05 % of the share capital of the Company. Under the Delisting Offer, the Bidder will offer EUR 2.01 in cash as consideration for each WCM Share tendered to the Bidder for acceptance, subject to the determination of the minimum price and the final determination in the offer document. The offer will not include any closing conditions.

The Delisting Offer will otherwise be made on the terms and conditions set forth in the offer docu-ment. To the extent legally permissible, the Bidder reserves the right to deviate from the basic information described herein.

The Company has undertaken towards the Bidder to apply for the revocation of the admission to trading of the WCM Shares on the regulated market (Regulierter Markt) each of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (General Standard), the Hamburg Stock Exchange (Börse Hamburg) and the Stuttgart Stock Exchange (Börse Stuttgart) (so-called Delisting) prior to the expiration of the acceptance period of the Delisting Offer. In addition, the Company has under-taken towards the Bidder to take all reasonable actions to terminate the inclusion of WCM Shares in the open market (Freiverkehr), insofar as this inclusion took place at the request of the Company.

Important Notice:

This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of the Company. The final terms and further provisions regarding the delisting tender offer will be disclosed in the offer document after its publication has been ap-proved by the German Federal Financial Supervisory Authority (Bundesanstalt für Fi-nanzdienstleistungsaufsicht). To the extent legally permissible, the Bidder reserves the right to de-viate in the final terms of the delisting tender offer from the basic information described herein. Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the delisting tender offer as soon as they are published, since they contain or will contain important information.

The offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahme-gesetz), the German Stock Exchange Act (Börsengesetz), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of

Germany or the United States of America (to the extent applicable). Thus, no other announce-ments, registrations, admissions or approvals of the offer outside of the Federal Republic of Ger-many have been filed, arranged for or granted. Investors in, and holders of, securities in the Com-pany cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public tender offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.

The Bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the offer on or off the stock exchange. If such further acquisitions take place, infor-mation about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction.

To the extent any announcements in this document contain forward-looking statements, such state-ments do not represent facts and are characterized by the words "will", "expect", "believe", "esti-mate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting together with the Bidder. Such forward-looking statements are based on current plans, estimates and fore-casts, which the Bidder and the persons acting together with the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting together with the Bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting together with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assump-tions or other factors.

Berlin, October 10, 2024

TLG IMMOBILIEN AG
Management Board

Commerzbank Aktiengesellschaft: Commerzbank’s Supervisory Board and Executive Board confirm strategy

26-Sep-2024 / 09:03 CET/CEST

- Chairman of the Supervisory Board Jens Weidmann: Commerzbank has considerable potential for growth and appreciation

- The Board of Management expects faster and stronger improvements in profitability: Return on equity is expected to rise to more than 12% by 2027

- Increased and accelerated capital return to shareholders planned

During the annual strategy dialog with the Board of Managing Directors, the Supervisory Board of Commerzbank unanimously confirmed its support for its strategy, which aims to achieve a reliable and sustainable increase in value. The strategic priority remains profitable growth, while maintaining strict cost discipline and customer orientation. The implementation of Strategy until 2027 is progressing rapidly and on schedule, and Commerzbank is reliably delivering the announced progress.

In addition to the original plans, the Bank’s profitability is to be improved even more in the coming years, primarily by further increasing its earnings. As a result, the Board of Managing Directors expects Commerzbank to increase its Return on Tangible Equity (RoTE) to more than 12% by 2027 and thereby stronger than previously planned. In addition, the return of capital to shareholders is to be accelerated and significantly increased: Commerzbank expects its net profit to rise significantly to over €3 billion in 2027 and aims for payout ratios of more than 90% for the years 2025 to 2027, but not more than the net result after deduction of AT1 coupon payments. This is subject to the approval of the ECB and the German Finance Agency.

The Chairman of the Supervisory Board of Commerzbank AG, Jens Weidmann, said: “We are very satisfied with the implementation and ongoing further development of our Strategy until 2027, which continues to be supported with vigor by the Supervisory Board. Commerzbank is continuously expanding its independent position as a strong pillar in the German banking market and a reliable partner to the domestic economy. As ’Bank for Germany’, we firmly believe that it has considerable growth and appreciation potential.”

Bettina Orlopp, future CEO, said: “We are continuously developing our robust growth history based on very solid assumptions and are sharpening our financial targets. By realizing additional earnings potential, for example in corporate clients business, asset management and at our Polish subsidiary mBank, as well as implementing further efficiency gains, we will improve our profitability more strongly than originally planned. Despite conservative planning, we expect to earn our cost of capital faster and return even more capital to our shareholders. In this way, as in previous years, we will continue to create value for all our shareholders in the future.”

alstria office REIT-AG: squeeze-out demand regarding the shares of minority shareholders, amendment to investment agreement, loss of REIT-status at year-end 2024

Ad hoc notification pursuant to Articles 17 MAR

- Squeeze-out demand regarding the shares of the minority shareholders of alstria office REIT-AG by the majority shareholder;

- alstria office REIT-AG enters into an amendment agreement to the investment agreement with its majority shareholder;

- loss of the REIT-status at year-end 2024

Hamburg, September 18, 2024 – alstria office REIT-AG (symbol: AOX, ISIN: DE000A0LD2U1) (“alstria” or the “Company”) announces that, today, the management board of alstria received a demand from BPG Holdings Bermuda Limited, a subsidiary of Brookfield Corporation (the "Majority Shareholder"), pursuant to Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz, AktG). Accordingly, the general meeting of alstria shall resolve to transfer the shares of all other shareholders to BPG Holdings Bermuda Limited or one of its subsidiaries in return for an appropriate cash compensation (Squeeze-Out under Stock Corporation Law). The amount of the cash compensation will be communicated with a specific request as soon as it has been determined and published separately. The general meeting, which is to resolve on the transfer resolution, can subsequently be convened. The general meeting is expected to take place in the first quarter of 2025. The Squeeze-Out under Stock Corporation Law only becomes effective with the approval of the general meeting and entry in the commercial register.

The Majority Shareholder does not directly hold any shares in alstria. By adding shares held by other shareholders, the arithmetical total shareholding of the Majority Shareholder amounts to 95.37%.

Further, the Company announces that, as of today, it has entered into an amendment agreement with Alexandrite Lake Lux Holdings S.à r.l. and BSREP IV Alexandrite Pooling L.P. (Bermuda), each controlled by the Majority Shareholder, to the investment agreement (the “Investment Agreement”) signed in connection with the voluntary public takeover offer in November 2021 (the “Amendment Agreement”). The Amendment Agreement allows the Majority Shareholder or one of its subsidiaries to initiate a squeeze-out before the end of the term of the Investment Agreement in February 2025. In return, Alexandrite Lake Lux Holdings S.à r.l. and BSREP IV Alexandrite Pooling L.P. undertake to indemnify the Company against the potential negative cash consequences for alstria of the compensation payments that could result from the Company's obligation under Article 20 para. 1 of the Company’s Articles of Association to compensate minority shareholders in the event of termination of the tax exemption upon the loss of the Company's REIT-status.

In light of the Squeeze-Out under Stock Corporation Law, alstria will not be compliant with the requirements under the Act on German Real Estate Stock Corporations with Listed Shares (REIT-Gesetz, REITG) and is therefore expected to lose its status as a REIT stock corporation on December 31, 2024, as the Squeeze Out excludes any alternative option of restoring the distribution of shares of at least 15% in free float required for a REIT stock corporation (Sections 11 para. 1, 18 para. 3 REITG).

Pursuant to Article 20 of the Company’s Articles of Association, shareholders who hold less than 3 % of the Company's voting rights at the time of termination of the tax exemption, will be entitled to a compensation which shall be the disadvantage – if any – in terms of distributions that results from the termination of the tax exemption pursuant to Section 18 para. 3 REITG considering the tax benefits of the shareholders on a lumpsum basis and shall be determined with binding effect for the shareholders by an auditor determined by the Institute of Auditors in Germany e.V. (IDW). Upon application by the management board, the IDW has already appointed the auditor for the evaluation process.

The main financial impact of the loss of the REIT-status is related to the booking of non-cash deferred tax liability on its balance sheet at the next reporting date. This will lead to an equivalent non-cash loss on the Company’s profit and loss accounts. Based on the current information available to the company this is expected to range from around EUR 150 million (assuming full trade tax relief) up to around EUR 400 million (assuming no relief from trade tax). The final value of the deferred tax liability for financial year 2024, will only be known precisely following the valuation of alstria’s assets at the balance sheet date.

Additional information regarding the loss of the REIT-status on alstria’s financials can be found in alstria’s 2024 HY financial result as a contingent liability disclosure (page 24 of the half-year financial statement as of June 30, 2024, available at https://alstria.com/investor/#reports

CPI Property Group – Sale of S IMMO AG shares to IMMOFINANZ AG

Press Release – Corporate News

Luxembourg, 25 September 2024

CPI PROPERTY GROUP (“CPIPG” or the “Group”) hereby announces the sale of 28,241,094 shares in S IMMO AG ("S IMMO") to IMMOFINANZ AG (“IMMOFINANZ”). The total number of shares sold will result in IMMOFINANZ increasing its stake in S IMMO to around 89%.

The total purchase price consideration amounts to €608.5 million or €21.55 per S IMMO share. The purchase price for the shares was negotiated between CPIPG and IMMOFINANZ based on the cash compensation of €22.05 to be paid to the minority shareholders of S IMMO in the planned squeeze-out, less a discount of €0.50 per share.

The transaction will be partly financed through a long-term credit facility of €500 million provided by CPIPG to IMMOFINANZ. The financing terms are also based on current market conditions with optional prepayments to be made continuously throughout the duration of the facility. The sale purchase agreement was signed today, with closing to take place immediately thereafter.

The transaction qualifies as a related party transaction given that CPIPG consolidates IMMOFINANZ and S IMMO. Thus, there will be no impact on the Group’s consolidated financial position as a result of this transaction.

Commerzbank Aktiengesellschaft: Commerzbank Lays Foundation for Leadership Transition

- Bettina Orlopp appointed as new CEO

- Orlopp to take over as CEO upon the departure of Manfred Knof

- Supervisory Board aims for the transition in the near future

- Michael Kotzbauer appointed as new Deputy CEO

The Supervisory Board of Commerzbank AG has redefined the responsibilities at the Group’s top management and appointed Bettina Orlopp (54) as the CEO and successor to Manfred Knof (59). The Supervisory Board aims for a transition in the near future. Knof had informed the Chairman of the Supervisory Board Jens Weidmann of his decision not to seek a second term as CEO at the beginning of September. Since then, the Presidential and Nomination Committee of the Supervisory Board has been engaged in a structured search for candidates both internally and externally and recommended the now-approved solution to the full Supervisory Board, which agreed unanimously. Additionally, Michael Kotzbauer (56), Member of the Board of Managing Directors responsible for Corporate Clients, has been appointed as Deputy CEO. Both will receive a contract for 5 years, when entering their new positions. Regarding the succession of the CFO role the Supervisory Board has started a structured search. In the transitional period after hand-over, Bettina Orlopp will take both functions in a dual role.

Jens Weidmann, Chairman of the Supervisory Board, commented on the transition: “With Bettina Orlopp, we have found an ideal successor to lead Commerzbank. Both Bettina Orlopp and Michael Kotzbauer, as co-architects of Strategy until 2027, embody growth, profitability, customer focus, and collaboration. Clear responsibilities are crucial, especially in the current phase of the bank. My sincere thanks go to Manfred Knof, whose decisiveness and strategic foresight have greatly contributed to the bank's current success.”

Bettina Orlopp said: “I am grateful for the trust of the Supervisory Board and all stakeholders of this exceptional bank. I am looking forward to this new challenge, which I take with respect but also with confidence and a fantastic team of Board Members at my side. As a leading bank, especially for the German Mittelstand, we will continue to create substantial value for our shareholders, customers and our employees.” Orlopp stated: “While we have a strategy that is effective, significant tasks lie ahead. Together with all our key partners, we will navigate through the challenges ahead of us successfully.”

Manfred Knof joined Commerzbank as CEO on January 1, 2021, after previous roles at Deutsche Bank and Allianz. Bettina Orlopp joined Commerzbank in 2014 and has been a member of the Executive Board since October 2017, most recently serving as CFO. Prior to that, she spent 19 years at McKinsey & Company. She holds a PhD in business administration, is married and has two children.

Michael Kotzbauer has been a member of the Executive Board since the beginning of 2021 and is responsible for the Corporate Clients business. He began his career at Commerzbank as an apprentice in 1990. After studying business administration, he entered the Corporate Clients segment, holding various positions both domestically and internationally. The native New Yorker is married and has one child.

MEDION AG: Lenovo Germany Holding GmbH specifies transfer request and determines cash compensation payable in return for the transfer of the shares of the minority shareholders of MEDION AG

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

The majority shareholder of MEDION AG, Lenovo Germany Holding GmbH, an indirect subsidiary of Lenovo Group Limited, today further specified its formal notice of 13 June 2024 regarding the transfer of the shares of the other shareholders of MEDION AG (minority shareholders) to Lenovo Germany Holding GmbH pursuant to Sec. 327a (1) of the German Stock Corporation Act (Aktiengesetz).

In this respect, Lenovo Germany Holding GmbH has informed the Management Board of MEDION AG that it has set the cash compensation to be paid for the transfer of the shares of the minority shareholders at EUR 14,28 per no-par value bearer share of MEDION AG. The cash compensation has been determined on the basis of the present value of the compensation payments under the domination and profit and loss transfer agreement concluded between Lenovo Germany Holding GmbH and MEDION AG as it exceeds the pro rata earnings value per share and the relevant share price of MEDION AG. The appropriateness of the cash compensation is currently still being reviewed by the court-selected and appointed expert auditor.

The effectiveness of the transfer of the shares of the minority shareholders depends on the approval of the general meeting of MEDION AG and the registration of the transfer resolution in the commercial register of MEDION AG. The resolution necessary for the transfer of the shares shall be passed at the general meeting of MEDION AG scheduled for 12 November 2024.

Essen, September 12, 2024

MEDION AG
Management Board

IMMOFINANZ AG: Cash compensation for S IMMO AG's minority shareholders set to EUR 22.05 per share

Ad-hoc announcement 

Vienna, 3 September 2024

IMMOFINANZ AG (“IMMOFINANZ”) announces that, today, IMMOFINANZ as the main shareholder has set the adequate cash compensation to be paid to the minority shareholders of S IMMO AG in the course of the initiated squeeze-out proceedings to EUR 22.05 per share.

PwC Advisory Services GmbH has prepared a valuation report as a basis for determining the cash compensation.

In the course of the squeeze-out proceedings, IMMOFINANZ together with the Management Board of S IMMO AG will submit the joint report pursuant to sec 3 para 1 of the Austrian Squeeze-Out Act (Gesellschafterausschlussgesetz – GesAusG). The accuracy of the joint report as well as the adequacy of the cash compensation are subject to an examination and confirmation by BDO Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft as court-appointed expert.

The squeeze-out shall be resolved upon at an Extraordinary General Meeting of S IMMO AG, which is planned to take place on 14 October 2024. The valuation report, the joint report on the intended squeeze-out pursuant to section 3 para 1 GesAusG and the other compulsory documents will be available on the website of S IMMO AG one month prior to the Extraordinary General Meeting.

On IMMOFINANZ 

IMMOFINANZ is a commercial real estate group whose activities are focused on the office and retail segments of eight core markets in Europe: Austria, Germany, Poland, Czech Republic, Slovakia, Hungary, Romania and the Adriatic region. The core business covers the management and development of properties, whereby IMMOFINANZ relies on its established real estate brands – STOP SHOP (retail), VIVO! (retail) and myhive (office) – and also on complementary products and portfolios that include S IMMO. IMMOFINANZ owns more than 50% of the shares in S IMMO and fully consolidates this company. IMMOFINANZ Group holds roughly 490 properties with a combined value of approximately EUR 8.2 billion. The company is listed on the stock exchanges in Vienna (leading ATX index) and Warsaw. Further information under: https://immofinanz.com

CPI PROPERTY GROUP and IMMOFINANZ to start negotiations about the sale of CPIPG’s 38.37% stake in S IMMO to IMMOFINANZ

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

Luxembourg, 4 September 2024

CPI PROPERTY GROUP (“CPIPG”) and IMMOFINANZ AG (“IMMOFINANZ”) will start negotiations regarding the potential sale of 28,241,094 shares in S IMMO AG (approx. 38.37%) held by CPIPG to IMMOFINANZ.

A transaction would be at arms' length and at a fair market price, taking into account the cash compensation of EUR 22.05 per share to be paid to the minority shareholders of S IMMO pursuant to the initiated squeeze-out procedure. Based on the squeeze out compensation per share announced by IMMOFINANZ, the aggregate upper limit amounts to about EUR 623 million. CPIPG is expected to offer a possibility of long-term financing to IMMOFINANZ for a portion of the purchase price, as well as potential discount.

CPIPG expects the transaction to be completed before end of September 2024.

Vectron Systems AG: Figures for the first half of 2024 published / Delisting will take place on 30 September 2024

Münster, 02 September 2024: Vectron Systems AG (Vectron), a leading provider of intelligent POS systems and cloud services, with a focus on the catering and bakery sectors, has reported the following results for the first half of 2024 according to preliminary and unaudited calculations based on the IFRS accounting method: After the first six months of the current year, the company generated sales of around EUR 20.0 million, while at the same time achieving an operating result (EBITDA) of around EUR 0.6 million. 

The detailed half-year report can now be downloaded from the Vectron website. 

Following the majority takeover by the listed US group Shift 4, which was completed in June, the company had already indicated in several publications that the stock exchange listing was to be discontinued. The Frankfurt Stock Exchange has informed Vectron Systems AG that the company's application to revoke the admission of Vectron shares (ISIN: DE000AOKEXC7) to trading on the Scale and Basic Board of the Frankfurt Stock Exchange has been granted. 

According to the notification of the Frankfurt Stock Exchange, the delisting will take effect at the end of 30 September 2024. 

After this date, the shares of Vectron Systems AG can no longer be traded on the Frankfurt Stock Exchange and the post-admission obligations will no longer apply.

About Vectron Systems AG:

With more than 250,000 POS systems sold to date, the Vectron Systems AG is one of the largest European suppliers of POS solutions. Building on this, the area of apps integrated into the POS systems as well as digital and cloud-based services is becoming increasingly important in the catering and bakery sectors. The spectrum of solutions ranges from loyalty and payment functions to omni-channel ordering, online reservations and online reporting.

In the retail segment, the wholly owned subsidiary acardo AG is one of the leading providers of consumer activation tools, such as coupons, cashback solutions and consumer apps in Germany. These are currently used in more than 30,000 shops, consisting of grocery shops, drugstores, cinemas and pharmacies. acardo offers its customers a full service, from conception and technical implementation to coupon clearing. Customers include the largest companies in their respective industries, such as EDEKA, Müller, Nestlé, Unilever, Kellogg's, Krombacher, Coca-Cola, PEPSI, Beiersdorf, Hexal, CinemaxX, Cineplex, Universal and Warner Bros.

The merger with Shift4 took place in June 2024. The US group, which is listed on the New York Stock Exchange and has sales of more than USD 2.5 billion (2023), is a leading provider of software and payment processing solutions. Shift4 serves customers of all sizes across a wide range of industries, from small local owner-operated businesses to multinational corporations trading globally. The latter will be served seamlessly in the US and Europe as a result of the merger. Shift4 will provide strategic and financial support to Vectron Systems AG's current business strategy to expand its market position and support growth strategies in Germany and other European markets. Vectron will distribute Shift4's payment solution in Germany and several European countries.