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.