Vectron Systems AG: Vectron accelerates business model restructuring / Results 2024 / Personnel changes

Corporate News

According to preliminary calculations, Vectron Systems AG (Vectron), a leading provider of intelligent POS systems and cloud services with a focus on the hospitality and bakery industries, closed the past financial year 2024 in accordance with the local GAAP (HGB) and considering its 100% stake in acardo group AG, Dortmund, with cumulated sales of EUR 42 million and an operating result (EBITDA) of EUR -0.7 million. In Vectron's core business, the share of recurring revenues continued to increase and now exceeds 50%, while one-off revenues are also declining in absolute terms.

Following the completion of the delisting from the Frankfurt Stock Exchange (Scale Segment) as per September 30^th, 2024, the Management Board had decided to discontinue IFRS-reporting and henceforth to limit itself to local GAAP (HGB standard). Against that background, no comparative figures for previous year are provided.

In December 2024, an attractive product bundle consisting of POS systems and digital services from Vectron as well as Shift4's payment processing services was launched in cooperation with strategic partner and major shareholder Shift4.

As of November 30^th, 2024, two out of three Supervisory Board members, Andreas Prenner (Deputy Chairman) and Jürgen Gallmann, have resigned. Upon recommendation of the Management Board, the Local Court of Münster appointed two members of Shift4 Group’s Executive Board, Jordan Frankel (Group Legal Counsel) and Luke Thomas (Chief Strategy Officer), as new members of the Supervisory Board with effect from December 1^st, 2024. They are up for re-election or confirmation by the Annual General Meeting scheduled on July 2^nd, 2025. Prof. Dr. Dr. Claudius Schikora will remain on the Supervisory Board as Chairman and as independent member. At its ordinary meeting on 18.12.2024, the Supervisory Board elected Jordan Frankel, who accepted this election, as the new Deputy Chairman. The Supervisory Board thus not only reflects the approximate shareholding quota of Shift4, but also a competence profile that is appropriate to the market, supervisory and advisory requirements.

With effect from December 31^st, 2024, Christoph Thye has resigned from Vectron’s Management Board in agreement with the Supervisory Board. From now on, he will fully concentrate on his role as CEO of acardo group AG and, as such, will remain part of Vectron Group for this important business unit.

The conclusion of a domination and profit and loss transfer agreement between Shift4 and Vectron, which has already been announced on several occasions, is in preparation.

About Vectron Systems AG:

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

In the food and non-food retail segment, 100 percent 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 now used in more than 30,000 points of sale, consisting of groceries, drugstores, cinemas and pharmacies. acardo offers a full service, from conception to technical implementation and coupon clearing. Its customers include the largest companies in the respective industry, e.g. EDEKA, Müller, Nestlé, Unilever, Kellogg ́s, Krombacher, Coca-Cola, PEPSI, Beiersdorf, Hexal, CinemaxX, Cineplex, Universal and Warner Bros.

In June 2024, the majority of shares in Vectron Systems AG were acquired by Shift4. The New York-listed US company with more than USD 2.5 billion in sales (2023) is a leading provider of software and payment processing solutions. Shift4 serves merchants of all sizes across a wide range of industries, from small owner-managed local businesses to multinational corporations. The latter can be served seamlessly in the USA and Europe in the future as a result of combining both businesses.

New Work SE: Burda Digital SE submits demand for squeeze-out

Corporate News 

Hamburg, 19 February 2025 – Burda Digital SE (“Burda”) has on 18 February 2025 informed the management board of New Work SE (“New Work” or “Company”) that it directly holds 97.07% of New Work shares and has, as the Company’s principal shareholder, submitted a demand for the general meeting of New Work to pass a resolution on the transfer of the shares of the remaining minority shareholders of New Work to Burda against an appropriate cash settlement according to section 327a para. 1 sentence 1 Stock Corporation Act (squeeze-out under Stock Corporation Act).

Burda has announced that it will notify New Work of the amount of the cash settlement with an additional notice, a so-called specified demand, as soon as the amount has been determined.

ABOUT YOU Holding SE: ABOUT YOU'S Management Board and Supervisory Board Support Zalando's Public Takeover Offer

PRESS RELEASE

- ABOUT YOU's Management Board and Supervisory Board recommend shareholders to accept Zalando's takeover offer

- Cash offer of EUR 6.50 per share regarded as a fair and reasonable offer price

- Strategy to build pan-European ecosystem for fashion and lifestyle e-commerce combines the strengths of both companies, offering significant value creation potential in B2B and B2C

- Acceptance period for the takeover offer ends on February 17, 2025, at 24:00 CET

Hamburg | January 31, 2025 – The Management Board and Supervisory Board of ABOUT YOU Holding SE today issued their joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) regarding the voluntary public takeover offer made by Zalando SE on January 20, 2025, for ABOUT YOU shares.

After a thorough review of the offer document, the Management Board and Supervisory Board expressly support the takeover offer. Both boards are convinced that the business combination of ABOUT YOU and Zalando offers significant value creation potential. They unanimously support the creation of a combined Group that, as a pan-European ecosystem for fashion and lifestyle e-commerce, will generate substantial synergies and will have an attractive long-term financial profile. Thus, the Management Board and Supervisory Board recommend that ABOUT YOU's shareholders accept the current takeover offer.

“After careful review by the Management Board and Supervisory Board, we are confident that the offer is in the best interest of ABOUT YOU, our shareholders, employees, and partners,” says Tarek Müller, the ABOUT YOU Group's Co-Founder and Co-CEO. “Besides a similar corporate culture, ABOUT YOU and Zalando share a drive to rethink fashion shopping and create the best possible experience for customers. Teaming up brings something unique: two separately operated brands in B2C, each tailored to the needs of its customers, while leveraging our strengths to create a powerful B2B platform.”

KEY ASPECTS OF THE REASONED STATEMENT

The statement is based on the offer document published on January 20, 2025, for the acquisition of up to 100% of ABOUT YOU's share capital. The Management Board and Supervisory Board of ABOUT YOU welcome the strategic and economic intentions outlined by Zalando, which have essentially been agreed upon between ABOUT YOU and Zalando in the business combination agreement signed on December 11, 2024, and balance the interests of both parties.

Both companies intend to bring together their capabilities and expertise to form a combined Group, enabling them to obtain a larger share in the European fashion market and accelerate progress toward a more sustainable future for the business and the industry.

For the business-to-business operations, the Management Board and Supervisory Board are positive about the integration of the complementary B2B services of both companies to build a holistic e-commerce operating system. SCAYLE, one of the world's fastest-growing enterprise commerce platforms, is set to be integrated into Zalando's B2B segment, and will significantly strengthen the joint offering for enterprise customers.

The boards expressly support the planned dual-brand strategy for the business-to-consumer business. ABOUT YOU and Zalando will retain their distinct brand identities and operate their online fashion stores largely independently. Selected capabilities will be combined to unlock synergies. ABOUT YOU will continue to be Europe's most personalized online fashion store for its more than 12 million style-led customers, offering an inspiring assortment of over 700,000 items.

The Management Board and Supervisory Board approve that ABOUT YOU’s current Management Board team should continue in their roles after the transaction is completed. With this partnership, two founder-led companies come together, built on a complementary culture and capabilities. ABOUT YOU and Zalando agree that their similar corporate cultures and shared values form the foundation for the combined Group's past and future success.

FAIR OFFER PRICE OF EUR 6.50 PER SHARE

ABOUT YOU's Management Board and Supervisory Board, together with their advisors, have reviewed and evaluated Zalando's takeover offer regarding the fairness of the offer price of EUR 6.50 per share. The offer consideration of EUR 6.50 represents a premium of 22.87% over the average analyst target price of EUR 5.29 (median: EUR 5.80) and a premium of 107% over ABOUT YOU’s three-month volume-weighted average share price on December 10, 2024, the last trading day before Zalando announced its intention to submit a takeover offer.

Against this background, the boards regard the offer price of EUR 6.50 per share as fair and appropriate from a financial perspective.

ACCEPTANCE PERIOD UNTIL FEBRUARY 17, 2025

The acceptance period for the offer began with the publication of the offer document at https://the-perfect-fit.de on January 20, 2025, and ends on February 17, 2025, at 24:00 hours CET (local time in Frankfurt am Main, Germany). ABOUT YOU shareholders should contact their respective custodian bank to tender their shares and inquire for any relevant deadlines set by their custodian banks which may require actions prior to the formal end of the acceptance period.

The takeover offer is not subject to a minimum acceptance threshold and is subject to customary closing conditions including antitrust approvals. The transaction is currently expected to close in summer 2025.

Further details are outlined in the joint reasoned statement of ABOUT YOU's Management Board and Supervisory Board. This document, along with a non-binding English translation, is available on ABOUT YOU’s Investor Relations website.

ABOUT YOU GROUP

The ABOUT YOU Group is an international e-commerce group, organized into different strategic business units: The online fashion store ABOUT YOU represents the Group's business-to-consumer business. With over 12 million active customers, ABOUT YOU is one of the largest online retailers for fashion and lifestyle in Europe and the leading provider of a personalized shopping experience on smartphones. In the award-winning ABOUT YOU app and on aboutyou.com, customers find inspiration and a range of more than 700,000 items from around 4,000 brands. The Group's business-to-business operations are largely handled by SCAYLE GmbH. SCAYLE offers a modern, cloud-based enterprise shop system that enables brands and retailers to scale their digital businesses quickly and flexibly, and adapt to growing customer needs. Over 200 online stores choose SCAYLE's Commerce technology under a license model, including leading brands and retailers such as Harrods, Manchester United, Deichmann, Fielmann, and FC Bayern. The newest subsidiary of the ABOUT YOU Group, SCAYLE Payments GmbH, complements the Group's portfolio of payment services. The payment service provider received the payment services license from the German Federal Financial Supervisory Authority (BaFin) in October 2024 and is currently being rolled out across various European markets. SCAYLE Payments enables the seamless integration of modern payment solutions and helps to scale customers' digital business models.

For further information, please visit: corporate.aboutyou.de/en.

CompuGroup Medical SE & Co. KGaA: Final results of voluntary public takeover offer – CVC has secured 21.85% of total share capital and voting rights of CompuGroup Medical

Corporate News

- Closing of the transaction is expected in the second quarter of 2025, subject to regulatory approvals

- Delisting offer planned shortly after successful completion of the transaction – no increase over the current tender offer price expected

- CVC has secured a minority stake of 21.85% in CompuGroup Medical while founding family Gotthardt retains majority stake with approximately 50.12%

Koblenz, Frankfurt – Caesar BidCo GmbH, a holding company controlled by investment funds advised and managed by CVC Capital Partners (‘CVC’) today published the final results of its voluntary public takeover offer to all shareholders of CompuGroup Medical SE & Co. KGaA (‘CompuGroup Medical’ or ‘CGM’). At the end of the additional acceptance period on 11 February 2025 at 24:00 hours (CET), the offer was accepted for 4,387,680 shares of CompuGroup Medical. This represents approximately 8.17% of the total share capital and voting rights. In addition, 13.68% of the total share capital and voting rights have been acquired outside the offer and are currently held by CVC directly and via instruments.

The founding family Gotthardt, who controls approximately 50.12% of the total share capital and voting rights, retains their majority stake in CompuGroup Medical. CompuGroup Medical founder Frank Gotthardt remains Chairman of the Administrative Board. Prof. (apl.) Dr. med. Daniel Gotthardt continues to be Chief Executive Officer and member of the Administrative Board.

The management of CompuGroup Medical and CVC have agreed to take the company private by way of a delisting offer immediately following the closing of the tender offer. CVC does not intend to increase the offer price for purposes of the delisting offer.

Prof. (apl.) Dr. med. Daniel Gotthardt, CEO of CompuGroup Medical said: “I look forward to the next chapter in CompuGroup Medical’s success story. Our commitment to providing the best solutions for medical doctors, dentists, healthcare practitioners, hospitals, and pharmacies remains stronger than ever. Together with our new partner CVC, we will build on our legacy to unlock new levels of growth and continuously drive innovation in the e-health market.”

Daniel Pindur, Managing Partner at CVC added: “Our successful offer marks a pivotal moment for both CompuGroup Medical and CVC. We are excited to closely collaborate with the team and the Gotthardt family in our strategic partnership. Together, we will drive the next phase of innovation in healthcare, leveraging CVC’s deep industry expertise and extensive experience in partnering with founder-led family businesses. We will jointly focus on continuing to strengthen the successful products, delivering cutting-edge, cloud-based and AI-driven solutions and enhancing service quality for healthcare professionals across Europe.”

The voluntary public tender offer remains subject to the completion of the regulatory conditions outlined in section 12.1.2 (c) to (g) and (i) of the offer document. Closing of the transaction is expected in Q2 2025.

In accordance with the requirements of the German Securities Acquisition and Takeover Act, the offer document (including an English-language convenience translation thereof) and other information in connection with CVC's public tender offer have been made available on the following website after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht): www.practice-public-offer.com

About CompuGroup Medical SE & Co. KGaA

CompuGroup Medical is one of the leading e-health companies in the world. With a revenue base of EUR 1.19 billion in 2023, its software products are designed to support all medical and organizational activities in doctors’ offices, pharmacies, laboratories, hospitals and social welfare institutions. Its information services for all parties involved in the healthcare system and its web-based personal health records contribute towards safer and more efficient healthcare. The basis of CompuGroup Medical's services is its unique customer base, including doctors, dentists, pharmacists and other healthcare professionals in inpatient and outpatient facilities, as well as insurance and pharmaceutical companies. CompuGroup Medical has offices in 19 countries and offers its solutions in 60 countries worldwide. More than 8,700 highly qualified employees support customers with innovative solutions for the steadily growing demands of the healthcare system.

About CVC Capital Partners

CVC is a leading global private markets manager with a network of 30 office locations throughout EMEA, the Americas, and Asia, with approximately EUR 193bn of assets under management. CVC has seven complementary strategies across private equity, secondaries, credit and infrastructure, for which CVC funds have secured commitments of approximately EUR 240bn from some of the world's leading pension funds and other institutional investors. Funds managed or advised by CVC’s private equity strategy are invested in approximately 130 companies worldwide, which have combined annual sales of over EUR 155bn and employ more than 600,000 people. In the German-speaking market, CVC has been a relevant investor for more than 30 years and has successfully partnered with several founder- and family-led businesses. These include Douglas, Europe’s leading omnichannel beauty destination and until recently DKV Mobility, a leading provider of international mobility services, as well as Messer Industries, a global leader in industrial gases.

ENCAVIS AG: Elbe BidCo AG submits formal request to carry out a merger squeeze-out of the minority shareholders of ENCAVIS AG

Corporate News

Hamburg, 18 February 2025 – Today, Elbe BidCo AG informed the management board of ENCAVIS AG (“Encavis” or the “Company”) that following today’s settlement of the delisting offer, Elbe BidCo AG currently holds 94.15% of Encavis shares.

Against this background, Elbe BidCo AG has submitted a repeated formal request to the Company’s management board today as per its previous notice to the Company on 31 January 2025 to carry out a squeeze-out merger of the remaining Encavis minority shareholders against an appropriate cash settlement in accordance with section 62 para. 1 and 5 of the German Transformation Act (Umwandlungsgesetz) in conjunction with sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz). Therein, Elbe BidCo AG reiterated its proposal to enter into negotiations with the Company’s management board regarding a merger agreement.

The amount of the appropriate cash settlement to be provided by Elbe BidCo AG, as the Company’s principle shareholder, to the remaining Encavis minority shareholders for the transfer of their shares will be determined at a later date. Elbe BidCo AG has announced that it will inform Encavis of the amount of the cash settlement in a further notice, the so-called specified demand, as soon as it has been determined.

About ENCAVIS:

The Encavis AG is a producer of electricity from Renewable Energies. As one of the leading independent power producers (IPP), ENCAVIS acquires and operates (onshore) wind farms and solar parks in twelve European countries. The plants for sustainable energy production generate stable yields through guaranteed feed-in tariffs (FIT) or long-term power purchase agreements (PPA). The Encavis Group’s total generation capacity currently adds up to around 3.7 gigawatts (GW), of which around 2.4 GW belong to the Encavis AG, which corresponds to a total saving of around 0.8 million tonnes of CO2 per year stand-alone for the Encavis AG. In addition, the Group currently has more than 1.3 GW of capacity under construction, of which around 900 MW are own assets.

Within the Encavis Group, Encavis Asset Management AG offers fund services to institutional investors. Another Group member company is Stern Energy S.p.A., based in Parma, Italy, a specialised provider of technical services for the installation, operation, maintenance, revamping and repowering of photovoltaic systems across Europe.

ENCAVIS is a signatory of the UN Global Compact as well as of the UN PRI network. Encavis AG’s environmental, social and governance performance has been awarded by two of the world’s leading ESG rating agencies. MSCI ESG Ratings awarded the corporate ESG performance with their “AA” level and ISS ESG with their “Prime” label (A-), the Carbon Disclosure Project (CDP) with its Climate Score “B” and Sustainalytics with its “low risk” ESG risk rating.

www.encavis.com

Mynaric Announces Receipt of Delisting Notice from Nasdaq

Munich, February 13, 2025 – Mynaric (NASDAQ: MYNA) (FRA: M0YN), a leading provider of industrialized, cost-effective and scalable laser communications products, announces that it received a delisting notification dated February 10, 2025 (the “Delisting Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market Inc. (“Nasdaq”).

As previously disclosed, on February 7, 2025, Mynaric’s management board, with the approval of its supervisory board, resolved on a financial restructuring by proceedings under the German Corporate Stabilization and Restructuring Act (Gesetz über den Stabilisierungs- und Restrukturierungsrahmen für Unternehmen) and notified the competent Munich Local Court – Restructuring Court – of such restructuring project (the “StaRUG Proceeding”).

On February 10, 2025, Mynaric received the Delisting Notice from Nasdaq notifying Mynaric that, as a result of the StaRUG Proceeding and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq had determined that Mynaric’s American Depositary Shares representing its ordinary shares (the “ADS”) will be delisted from Nasdaq. The Delisting Notice also advises Mynaric of its right to appeal Nasdaq’s determination pursuant to procedures set forth in the Nasdaq Listing Rule 5800 Series. Mynaric does not intend to pursue an appeal.

Trading of the ADS will be suspended at the opening of business on February 18, 2025. Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission, which will remove the ADS from listing and registration on Nasdaq.

Nasdaq has previously notified Mynaric that it is no longer in compliance with (i) Nasdaq Listing Rule 5450(b)(2)(A) for failing to maintain a minimum market value of $50 million in listed securities, (ii) Nasdaq Listing Rule 5250(c)(2) for not filing an interim balance sheet and income statement as of and for the end of its second quarter on Form 6-K within six months following the end of Mynaric’s second quarter, (iii) Nasdaq Listing Rule 5620(a) for failing to hold an annual meeting of shareholders within twelve months after the end of the Mynaric’s fiscal year, and (iv) Nasdaq Listing Rule 5450(a)(1) for not meeting the minimum closing bid price of $1.00 per share of the ADS.

About Mynaric

Mynaric (NASDAQ: MYNA) (FRA: M0YN) is leading the industrial revolution of laser communications by producing optical communications terminals for air, space, and mobile applications. Laser communication networks provide connectivity from the sky, allowing for ultra-high data rates and secure, long-distance data transmission between moving objects for wireless terrestrial, mobility, airborne- and space-based applications. The company is headquartered in Munich, Germany, with additional locations in Los Angeles, California, and Washington, D.C.

For more information, visit mynaric.com.

EP Global Commerce GmbH to launch public delisting acquisition offer for METRO AG

Press Release

- EPGC has entered into a delisting agreement with METRO AG today

- Cash offer price expected to be EUR 5.33 per METRO Share representing an attractive premium over both the current share price as well as the three- and six-month volume weighted average share price

- EPGC fully supports the METRO Management Board and the current sCore strategy

Grünwald, February 5, 2025 – Today, EP Global Commerce GmbH (“EPGC”), a holding company controlled by Daniel Křetínský, entered into a delisting agreement with METRO AG (“METRO” or the “Company”) and announced its decision to launch a public delisting acquisition offer (the “Delisting Offer”) for the acquisition of all outstanding no-par value ordinary shares (ISIN DE000BFB0019, “Ordinary Share”) and all outstanding no-par value preference shares (ISIN DE000BFB0027, “Preference Share”) of METRO (together, the "METRO Shares") not directly held by EPGC against payment of a cash offer price of EUR 5.33 per METRO Share.

The cash offer price represents a premium of approx. 38.98% to the XETRA closing share price of the Ordinary Shares of METRO on February 4, 2025. Additionally, it represents a premium of approx. 30.57% to the volume-weighted average share price for the Ordinary Shares over the past three months and 23.54% over the past six months. The cash offer price for the Preference Shares is also well above the XETRA closing share price of the Preference Shares on February 4, 2025, and the volume-weighted average share price of the Preference Shares over the past three and six months. The Delisting Offer is therefore a unique opportunity for the METRO shareholders to monetize their shares with an attractive premium to the prevailing market price.

Delisting supports METRO’s long-term strategic direction

EPGC has been a major shareholder and trusted partner of METRO for many years. The aim of the delisting is to enable METRO to better pursue its long-term transformation goals, to further implement its current sCore strategy and to return to profitability and free cash flow generation.

Daniel Křetínský, founder and one of the ultimate shareholders of EPGC, said: “As a long-term strategic investor in METRO AG we fully support the Management Board lead by Dr. Steffen Greubel and their transformation effort. Delisting is a logical step that reflects the current difficult situation of METRO as publicly listed company expected to deliver on short term results while implementing the long-term sCore strategy. EP Group welcomes signing of the delisting agreement with METRO AG and is committed together with the management team to transform the company into successful food and non-food wholesaler with high quality products and services for its customers.”

Management Board and Supervisory Board of METRO support the transaction

The Management Board of METRO is of the opinion that the delisting is in the best interest of the company and its stakeholders. The members of the Supervisory Board of METRO, at its meeting today, have taken approving note of the delisting agreement.

EPGC undertakes to respect all existing arrangements regarding employees and their trade unions in place. Similarly, the composition of the Supervisory Board of METRO and its responsibilities will not change because of the Delisting Offer. Following completion of the delisting, EPGC intends to pursue a so-called taking private strategy of METRO through further structuring measures. EPGC and METRO have agreed in the delisting agreement that EPGC will not enter into a domination and/or profit and loss transfer agreement with METRO within the next 18 months, unless METRO makes use of financial support from EPGC. Subject to the outcome of the Delisting Offer, EPGC will consider implementing a squeeze-out of METRO's minority shareholders.

Anchor shareholders ensure future cooperation

EPGC is currently METRO's largest shareholder holding a total stake of 180,026,758 Ordinary Shares (representing approx. 49.99% of all Ordinary Shares and voting rights in METRO) and 322,419 Preference Shares. METRO's other anchor shareholders, BC Equities GmbH & Co. KG and Beisheim Holding GmbH (together “Beisheim”) as well as Palatin Verwaltungsgesellschaft mbH (“Meridian”) represent in total 24.99% of all Ordinary Shares and voting rights in METRO. Seeking to continue supporting the transformation process and the sCore strategy of METRO in their role as longstanding shareholders, Beisheim and Meridian entered into a non-tender agreement with EPCG, according to which they will not tender their shares. Further, after the completion of the delisting, a shareholders' agreement between EPGC, Meridian and Beisheim will become effective.

Delisting Offer details

The Delisting Offer will not be subject to any conditions and otherwise be made on and subject to the terms and conditions set out in the offer document, which is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). Following such approval by BaFin, the offer document will be published in accordance with the German Stock Exchange Act (Börsengesetz) and the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the acceptance period of the Delisting Offer will commence. The offer document (once available) and other information relating to the offer will be published on the following website: www.epgc-offer.com

During the acceptance period METRO AG will file with the Frankfurt Stock Exchange the application for the revocation of the admission of the shares to trading on the regulated market. The revocation is expected to become effective upon the end of the acceptance period. Thereafter, the METRO AG shares will no longer be admitted to trading and will no longer be traded on a domestic regulated market or a comparable market abroad.

About EP Global Commerce

EP Global Commerce (EPGC) is an acquisition entity controlled by Daniel Křetínský. It was founded in April 2016 and is headquartered in Prague. EPGC currently owns 49.99% of the ordinary shares and voting rights in METRO AG.

METRO AG and EPGC agree on delisting of METRO shares

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

METRO AG today entered into a delisting agreement with its majority shareholder EP Global Commerce GmbH („EPGC“), a holding company controlled by Daniel Křetínský, which holds approx. 49.99 percent of the voting rights in METRO AG. Thereunder, EPGC has undertaken to offer the shareholders of METRO AG to acquire all shares in METRO AG not yet held by EPGC for a cash consideration of in each case EUR 5.33 per tendered ordinary share and per tendered preference share as part of a delisting acquisition offer.

The delisting agreement provides that METRO AG will file an application for the revocation of the admission of the METRO AG shares to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange during the acceptance period of the delisting offer.

In the delisting agreement, EPGC undertakes vis-à-vis METRO AG to fully support the further implementation of its current sCore strategy. In addition, EPGC has made financing commitments over a transitional period, to the extent this would be required for the implementation of the strategy and the necessary financial means cannot be covered from other sources. Against the background of these provisions, the management board is of the opinion that the delisting is in the company's interest. The members of the supervisory board of METRO AG, at its meeting today, have taken approving note of the delisting agreement.

EPGC has indicated that, following a delisting, it will seek to take a METRO AG private by way of implementing structural measures pursuant to stock corporation law. METRO AG and EPGC have agreed in the delisting agreement that EPGC will not enter into a domination and/or profit and loss transfer agreement with METRO AG within the 18 months following the completion of the delisting, provided that METRO does not request financial support from EPGC.

Prior to the conclusion of the delisting agreement, METRO was informed that EPGC had reached an agreement with the two other major METRO shareholders, Meridian and Beisheim, according to which they will not tender their METRO shareholding to EPGC. As major shareholders, they will continue to support the long-term implementation of the sCore strategy. Further, EPGC, Meridian and Beisheim have concluded a shareholders' agreement, which shall become effective after completion of the delisting.

The management board and the supervisory board of METRO AG will review the offer document to be published by EPGC regarding the delisting acquisition offer and will issue a joint reasoned statement. The respective purchase price offered by EPGC for the ordinary shares represents a significant premium over both the current stock exchange price and the volume weighted average stock exchange prices over the last three and six months. At the same time, the management board and the supervisory board are of the opinion that the price does not fully reflect the long-term value potential of METRO AG based on the sCore strategy. The management board and the supervisory board of METRO AG will comment on the offer price in the reasoned statement.

The management of the Frankfurt Stock Exchange will decide on the application for the revocation of the admission of the shares to trading on the regulated market. Once the revocation becomes effective, the METRO AG shares will no longer be admitted to trading and will no longer be traded on a domestic regulated market or a comparable market abroad. 

ENCAVIS AG: Elbe BidCo AG secures 91.12% of the shares in ENCAVIS AG and intends to carry out a merger squeeze-out of the minority shareholders of ENCAVIS AG

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

Hamburg, 31 January 2025 – ENCAVIS AG (ISIN: DE0006095003, ticker symbol: ECV) (“Encavis” or the “Company”) announces that Elbe BidCo AG has today informed the Company’s management board of its intention to carry out a merger squeeze-out of the Company’s remaining minority shareholders in accordance with section 62 para. 1 and 5 of the German Transformation Act (Umwandlungsgesetz) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz). Elbe BidCo AG has also proposed entering into negotiations with the Company’s Management Board regarding the conclusion of a merger agreement.

Elbe BidCo AG currently holds approximately 87.73% of Encavis shares. According to information by Elbe BidCo AG published in the Federal Gazette, the public delisting offer of Elbe BidCo AG made to the Encavis shareholders (“Delisting Offer”) has to date been accepted in an amount of approximately 3.39%, therefore, Elbe BidCo AG has already secured a total of approximately 91.12% of the Encavis shares. By the end of 31 January 2024 the acceptance period for the Delisting Offer will end, with the final results expected to be published on 5 February 2025 and the settlement of the Delisting Offer to occur shortly thereafter.

Elbe BidCo AG has also announced that, following the settlement of the Delisting Offer, it will immediately repeat its request for the Company’s general meeting to resolve, within three months of the conclusion of the merger agreement, on the transfer of the Encavis shares of the Company’s remaining minority shareholders to Elbe BidCo AG as principal shareholder in return for an appropriate cash settlement. The amount of the cash settlement will be determined at a later date.