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.
23 December 2024
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.
- 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.
20 December 2024
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.
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.
19 December 2024
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
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).
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).
17 December 2024
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.
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
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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
13 December 2024
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.
- 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.
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.
03 December 2024
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.
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.
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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.
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.
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