Annual General Meeting of LOTTO24 AG resolves squeeze-out

Corporate News

- Squeeze-out: Transfer of the shares of the remaining minority shareholders of LOTTO24 AG to ZEAL Network SE against payment of a cash compensation of EUR 479.25 per share resolved

- Dividend of EUR 0.04 per share resolved

- All proposed resolutions adopted by a large majority

Hamburg, 28 August 2024. The Annual General Meeting of LOTTO24 AG, the leading German online provider of lottery products, yesterday resolved to transfer the shares of the remaining minority shareholders of LOTTO24 AG to ZEAL Network SE with a majority of 98.36 % of the votes cast. As announced, the cash compensation amounts to EUR 479.25 per share.

“We are pleased that our shareholders are following our strategic direction,” says Andrea Behrendt, CFO of LOTTO24 AG. ”The squeeze-out resolved today represents the final step in the takeover of LOTTO24 by ZEAL.”

The shareholders also approved the payment of a dividend of EUR 0.04 per share for the 2023 financial year. All resolutions proposed by the management were adopted by a large majority.

The complete voting results and all important documents relating to the Annual General Meeting can be found here.

About LOTTO24 AG:

Lotto24 AG is a company of the ZEAL Group and the leading German online provider of lottery products. As an e-commerce company, LOTTO24 offers customers the opportunity to participate in a wide range of lottery products licensed in Germany. The range includes LOTTO 6aus49, Eurojackpot, Spiel 77, Super 6, GlücksSpirale, Spielgemeinschaften, Keno, the German TV Lottery, Scratch games, the German Dream House Lottery and freiheit+. As a fast-growing and at the same time service- and customer-oriented company, LOTTO24 aims to offer customers a particularly convenient, safe and contemporary gaming experience, both online and mobile.

BBI Bürgerliches Brauhaus Immobilien AG: Annual General Meeting approves squeeze-out

The Annual General Meeting of BBI Bürgerliches Brauhaus Immobilien AG has resolved the squeeze-out and thus the transfer of the shares of the minority shareholders to the majority shareholder, VIB Vermögen AG. The cash compensation amounts to EUR 14.96 per share.

The Annual General Meeting, which was held virtually on August 18, approved all resolutions proposed by the Supervisory Board and the Management Board. Among other things, the Annual General Meeting approved the squeeze-out under stock corporation law. This also resolved the transfer of the BBI shares held by the minority shareholders of BBI to VIB Vermögen AG (“VIB”). VIB is the main shareholder of BBI, holding around 95% of the company's share capital. The minority shareholders will receive a cash settlement of EUR 14.96 per BBI share. Following the transfer of the minority shareholders' shares to VIB, stock exchange trading in BBI shares will be discontinued.

Merger Squeeze-Out of MorphoSys Minority Shareholders Approved at 2024 Annual General Meeting

Media Release

Planegg/Munich, Germany, August 27, 2024

MorphoSys AG today announced that its shareholders approved all resolutions proposed by the company’s Management Board and Supervisory Board at its 2024 Annual General Meeting. This included the transfer of MorphoSys’ minority shareholders’ shares to Novartis BidCo Germany AG (hereinafter referred to as “Novartis”), the company’s majority shareholder, against a cash compensation of € 68.00 per share (“merger squeeze-out”). The merger squeeze-out will become effective once the transfer resolution and merger have been registered in the commercial register of MorphoSys, and the merger has also been registered in the commercial register of Novartis.

The 2024 Annual General Meeting was held on August 27, 2024, with 92.43% of the current MorphoSys share capital represented. The meeting was conducted virtually without the physical presence of shareholders or their proxies, in accordance with German law.

More information on MorphoSys’ 2024 Annual General Meeting can be found at www.morphosys.com/agm.

About MorphoSys

At MorphoSys, we are driven by our mission: More life for people with cancer. As a global biopharmaceutical company, we develop and deliver innovative medicines, aspiring to redefine how cancer is treated. MorphoSys is headquartered in Planegg, Germany, and has its U.S. operations anchored in Boston, Massachusetts. To learn more, visit us at www.morphosys.com and follow us on Twitter at X and LinkedIn.

Ipsos launches a voluntary public takeover offer for infas to acquire the industry leader in German public sector research

Press Release

Ipsos, one of the world’s leading market research companies, has launched a voluntary public takeover offer for infas Holding AG, an important player in the field of market, opinion and social research in Germany.

Based in Bonn, the infas group has more than 300 employees and generated around €50 million in revenue in 2023. Infas is listed on the Frankfurt Stock Exchange. Its main shareholders, representing about 77.52% of the ownership structure, have already given their support to the acquisition.

Infas conducts research for companies, public bodies and political parties. The group’s range of services includes customised national and international studies, e.g. labour market, education and transport research.

With almost 20,000 employees, a strong global presence in 90 countries and over 5,000 clients worldwide, Ipsos is one of the largest market research companies in the world. It provides a vast pool of respondents from diverse markets, ensuring comprehensive coverage of client needs to deliver reliable information for a true understanding of Society, Markets and People. In Germany, Ipsos has over 500 employees at five locations: Hamburg, Berlin, Munich, Frankfurt and Nuremberg.

This acquisition will allow Ipsos to combine its global reach and wide expertise with infas’s German legacy, know-how and reputation. The infas location in Bonn will be added to the Ipsos network. The combined structure will represent more than 800 people and will offer its clients an even broader range of innovative research services under the name Ipsos infas in Germany.

Ben Page, CEO of Ipsos, commented: "The new combined entity will be one of the largest players in Germany, which is a key strategic growth market for Ipsos, and will benefit from enhanced expertise, expanded customer reach, and significant synergies. This transaction aligns perfectly with our 2025 strategic objectives, particularly our commitment to strengthen our leadership position in serving governments and public sector clients. Both Ipsos and infas share a client-centric approach and a dedication to innovation, ensuring a strong cultural fit and a seamless integration. We are confident this acquisition will create substantial value for the shareholders."

Menno Smid, CEO of infas, does also see the potential in a possible acquisition: : "If this transaction with Ipsos were successful, it would be a logical evolution for infas. Both companies have built their reputations on their commitment to customer focus, methodologically rigorous research, and delivering insights that have a real-world impact. This merger would allow us to amplify these strengths on a European and global scale and leverage the combined expertise of both teams to shape the future of market, opinion and social research. We would be excited to bring the power of both brands to the market, offering our clients an unparalleled level of service and insight and offering new opportunities to our employees."

KKR has received all regulatory approvals for its investment in OHB

Corporate News

- All conditions of the voluntary public takeover offer have been fulfilled

- The Fuchs family remains the majority shareholder

- OHB still plans to delist from the stock exchange

OHB SE ("OHB"), the German space and technology company, announces that the takeover offer ("offer") by KKR will be completed now that all offer conditions have been met. All regulatory approvals have been granted. As the next step, KKR will pay the offer consideration in accordance with the terms of the offer document by no later than September 9, 2024. Together with KKR as a minority investor, OHB will continue to implement its growth strategy systematically. The demand for privately funded, cost-efficient, and flexible space solutions is steadily increasing. OHB aims to meet this demand and become the leading full-service provider of space solutions for institutional and commercial customers in Europe.

KKR will hold approximately 28.6 % of the company's shares after completion. The Fuchs family has not sold any shares as part of the transaction and continues to hold around 65.4 % of the shares. OHB thus remains an independent German family business, with Marco Fuchs in the role of CEO and the existing management team in place. The remaining approximately 6 % of the shares are in free float.

"In KKR, we have found the ideal minority investor who supports our long-term growth and with whom we can successfully implement our corporate strategy. We are pleased that the offer is now also being completed. It allows our previous shareholders to benefit from the long-term value increase of OHB and at the same time paves the way for our delisting," says Marco Fuchs, CEO of OHB.

"OHB is the only large space company from Germany that is also at the forefront of European competition. KKR supports the goal of developing OHB into a European Space Champion and making an important contribution to Europe's sovereignty in space," says Christian Ollig, Partner and Head of the DACH region at KKR.

OHB continues to plan its delisting to facilitate the implementation of its long-term growth strategy as a privately held company.

About OHB SE

OHB is a German space and technology group and one of the leading independent forces in the European space industry. With many years of experience in the realisation of demanding projects, OHB is excellently positioned in international competition and offers its customers a broad portfolio of innovative products in the three divisions: SPACE SYSTEMS, AEROSPACE, and DIGITAL. The company employs around 3,400 people and generates a total turnover of around EUR 1.2 billion.

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiar[1]ies offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.

Squeeze-out at Software AG under merger law became effective August 22, 2024

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

The resolution on the merger squeeze-out at Software AG (merger of the company as the transferring legal entity with Mosel BidCo AG) passed at the Annual General Meeting of Software AG on May 24, 2024 was entered in the commercial register of the Düsseldorf Local Court on August 21, 2024. The entry in the commercial register of the acquiring company (Munich Local Court) was made on August 22, 2024. The squeeze-out under merger law has thus become effective.

The appropriateness of the cash compensation offered to the minority shareholders will be reviewed in appraisal proceedings. Further information: kanzlei@anlageanwalt.de

Delisting of the New Work SE shares from the Frankfurt Stock Exchange effective as of the end of 26 August 2024

Corporate News

Hamburg, 23 August 2024 – The Frankfurt Stock Exchange has decided to revoke the admission of the New Work SE shares (ISIN: DE000NWRK013) to the regulated market and the segment with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange upon request of New Work SE by resolution published on 21 August 2024.

As a result, the New Work SE shares will no longer be tradable on the regulated market of the Frankfurt Stock Exchange effective as of the end of 26 August 2024. At the same time, the acceptance period of the public delisting tender offer of Burda Digital SE to the New Work SE shareholders published on 15 July 2024 will also end.

MorphoSys Completes Voluntary Delisting from the Frankfurt Stock Exchange and Nasdaq Global Market

Media Release

Planegg/Munich, Germany, August 5, 2024

MorphoSys AG today announced that it has completed the voluntary delisting of its shares from the Frankfurt Stock Exchange and its American Depositary Shares (“ADSs”) from the Nasdaq Global Market (“Nasdaq”). Effective at the end of the day on August 2, 2024, MorphoSys’ shares are no longer posted for trading on the Frankfurt Stock Exchange, and, effective prior to market open on August 5, 2024, MorphoSys’ ADSs are no longer traded on Nasdaq.

On June 20, 2024, MorphoSys announced that it had entered into a delisting agreement with Novartis BidCo AG and Novartis AG (hereinafter collectively referred to as “Novartis”) following the successful closing of the acquisition of MorphoSys by Novartis in May 2024. On July 4, 2024, Novartis launched a public delisting purchase offer for all outstanding MorphoSys no-par value bearer shares.

Novartis BidCo Germany AG (hereinafter also referred to as “Novartis”) also informed MorphoSys on June 20, 2024, of its intention to merge MorphoSys into Novartis by initiating a squeeze-out of MorphoSys’ remaining minority shareholders. At the MorphoSys Annual General Meeting on August 27, 2024, a resolution will be adopted on transferring MorphoSys’ minority shareholders’ shares to Novartis against a cash compensation of € 68.00 per share.

About MorphoSys

At MorphoSys, we are driven by our mission: More life for people with cancer. As a global biopharmaceutical company, we develop and deliver innovative medicines, aspiring to redefine how cancer is treated. MorphoSys is headquartered in Planegg, Germany, and has its U.S. operations anchored in Boston, Massachusetts. To learn more, visit us at www.morphosys.com and follow us on Twitter at X and LinkedIn.

Forward-Looking Statements

This communication contains certain forward-looking statements concerning MorphoSys, Novartis and the Delisting Offer that involve substantial risks and uncertainties. (...)