Ad hoc announcement according to § 15 WpHG
Wiesbaden, May 10, 2013
Today, Buzzi Unicem SpA as principal shareholder of Dyckerhoff Aktiengesellschaft, Wiesbaden, informed the Management Board of Dyckerhoff Aktiengesellschaft that Buzzi Unicem SpA will provide an amount of EUR 47.16 for each common bearer share and EUR 47.16 for each preferred bearer share of Dyckerhoff Aktiengesellschaft as cash compensation for the transfer of the shares of the minority shareholders to Buzzi Unicem SpA in accordance with the squeeze-out procedure under sec. 327a et seqq. German Stock Corporation Act (AktG).
The resolution regarding the squeeze-out shall be adopted at the next general shareholders' meeting of Dyckerhoff Aktiengesellschaft, which is scheduled for July 12, 2013.
Dyckerhoff Aktiengesellschaft
Management Board
12 May 2013
05 May 2013
Information concerning the intent of a Group Merger of Rücker Aktiengesellschaft onto ATON Engineering AG and the request of ATON to carry out a procedure to exclude the minority shareholders ('Umwandlungsrechtlicher Squeeze Out')
Ad hoc announcement according to § 15 WpHG
Information concerning the intent of a Group Merger of Rücker Aktiengesellschaft (Rücker) onto ATON Engineering AG (ATON) and the request of ATON to carry out a procedure to exclude the minority shareholders ('Umwandlungsrechtlicher Squeeze Out')
ATON has informed Rücker today of the intent to merge Rücker as transferring entity onto ATON in order to simplify the group structure and proposed to enter in negotiations concerning a merger agreement.
ATON has requested that in connection with the merger the remaining shareholders (minority shareholders) of Rücker in accordance with § 62 subparagraph 5 sentence 1 UmwG in conjunction with §§ 327a ff. AktG (squeeze out merger) should be excluded. A draft of the merger agreement will contain a respective clause.
ATON confirms to own about 90.04% of the share capital of Rücker and to be main shareholder in the meaning of § 62 subparagraph 5 sentence 1 UmwG.
The Executive Board of Rücker plans to enter into negotiations with ATON concerning the conclusion of a merger agreement in which connection it is intended to squeeze out the minority shareholders of ATON.
Wiesbaden, May 3, 2013
The Executive Board
Information concerning the intent of a Group Merger of Rücker Aktiengesellschaft (Rücker) onto ATON Engineering AG (ATON) and the request of ATON to carry out a procedure to exclude the minority shareholders ('Umwandlungsrechtlicher Squeeze Out')
ATON has informed Rücker today of the intent to merge Rücker as transferring entity onto ATON in order to simplify the group structure and proposed to enter in negotiations concerning a merger agreement.
ATON has requested that in connection with the merger the remaining shareholders (minority shareholders) of Rücker in accordance with § 62 subparagraph 5 sentence 1 UmwG in conjunction with §§ 327a ff. AktG (squeeze out merger) should be excluded. A draft of the merger agreement will contain a respective clause.
ATON confirms to own about 90.04% of the share capital of Rücker and to be main shareholder in the meaning of § 62 subparagraph 5 sentence 1 UmwG.
The Executive Board of Rücker plans to enter into negotiations with ATON concerning the conclusion of a merger agreement in which connection it is intended to squeeze out the minority shareholders of ATON.
Wiesbaden, May 3, 2013
The Executive Board
05 April 2013
itelligence AG: Squeeze-out procedure - Determination of adequate cash compensation and further specification of squeeze-out request
Ad hoc announcement according to § 15 WpHG
Bielefeld, April 5, 2013 - Today, NTT DATA EUROPE GmbH & Co. KG with its seat in Duesseldorf, informed the Management Board of Itelligence AG that it has set the adequate cash compensation for the transfer of the shares of the minority shareholders of Itelligence AG to NTT DATA EUROPE GmbH & Co. KG as major shareholder in accordance with the procedure pursuant to §§ 327a et seq. AktG (squeeze-out proceeding) to EUR 10.80 per bearer share with no par value of Itelligence AG. Thereby, NTT DATA EUROPE GmbH & Co. KG confirms and specifies its squeeze-out request submitted to the Management Board of Itelligence AG on December 28, 2012 according to § 327a para. 1 AktG.
It is expected that the next ordinary shareholder meeting of Itelligence AG, which is still to be convened and which is currently scheduled to be held on May 23, 2013, will resolve on the squeeze-out.
It is expected that the next ordinary shareholder meeting of Itelligence AG, which is still to be convened and which is currently scheduled to be held on May 23, 2013, will resolve on the squeeze-out.
31 March 2013
SCA Hygiene Products SE: Cash compensation for squeeze-out at SCA Hygiene Products SE determined to amount to 468,42 EUR per share
Ad hoc announcement according to § 15 WpHG
The main shareholder SCA Group Holding B.V., Amsterdam/The Netherlands has determined the cash compensation for the minority shareholders of SCA Hygiene Products SE to amount to 468,42 EUR per no-par share. SCA Group Holding B.V. has informed SCA Hygiene Products SE on this today in its concretized squeeze-out request.
On 21 November 2012, SCA Group Holding B.V. Amsterdam/The Netherlands, which is holding 96.60 % of the share capital of SCA Hygiene Products SE, had already submitted to the management board of SCA Hygiene Products SE a request that the general meeting of the company shall resolve on the transfer of the shares of the other shareholders to SCA Group Holding B.V. against adequate cash compensation pursuant to sections 327a et seq. Stock Corporation Act (Aktiengesetz) (squeeze-out). The relevant general meeting of SCA Hygiene Products SE is planned to take place on 17 May 2013.
Munich, 26 March 2013
SCA Hygiene Products SE
Management Board
The main shareholder SCA Group Holding B.V., Amsterdam/The Netherlands has determined the cash compensation for the minority shareholders of SCA Hygiene Products SE to amount to 468,42 EUR per no-par share. SCA Group Holding B.V. has informed SCA Hygiene Products SE on this today in its concretized squeeze-out request.
On 21 November 2012, SCA Group Holding B.V. Amsterdam/The Netherlands, which is holding 96.60 % of the share capital of SCA Hygiene Products SE, had already submitted to the management board of SCA Hygiene Products SE a request that the general meeting of the company shall resolve on the transfer of the shares of the other shareholders to SCA Group Holding B.V. against adequate cash compensation pursuant to sections 327a et seq. Stock Corporation Act (Aktiengesetz) (squeeze-out). The relevant general meeting of SCA Hygiene Products SE is planned to take place on 17 May 2013.
Munich, 26 March 2013
SCA Hygiene Products SE
Management Board
22 March 2013
MAN SE: Preliminary determination of the guaranteed dividend or current annual compensation amount and of the cash compensation under the planned domination and profit and loss transfer agreement (Beherrschungs- und Gewinnabführungsvertrag)
Ad hoc announcement according to § 15 WpHG
As was already announced on 9 January 2013, Volkswagen and MAN SE intend to enter into a domination and profit and loss transfer agreement (Beherrschungs- und Gewinnabführungsvertrag) with MAN SE as the controlled company (beherrschtes Unternehmen und Organgesellschaft) in order to create an integrated commercial vehicles group.
In accordance with the preliminary results of the business valuation effected jointly by KPMG Aktiengesellschaft Wirtschaftsprüfungsgesellschaft (KPMG'), retained by MAN SE, and by PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft ('PWC'), retained by the future controlling company, and on basis of the current interest level, representatives of the Executive Board of MAN SE and of the management of Truck & Bus GmbH, a wholly-owned subsidiary of Volkswagen Aktiengesellschaft, which, as the controlling company, will conclude the domination and profit and loss transfer agreement with MAN SE, agreed today that the domination and profit and loss transfer agreement will presumably provide for a cash compensation offer to the outside shareholders of MAN SE pursuant to Sec. 305 of the German Stock Corporation Act (Aktiengesetz, 'AktG') of EUR 80.89 per common share and of EUR 80.89 per preferred share. This agreement is subject, however, to the finalisation of the business valuation and the decisions of the entire Executive Board of MAN SE and of the entire management of Truck & Bus GmbH as well as to the approvals of the Supervisory Board of MAN SE and of the Supervisory Board of Volkswagen Aktiengesellschaft. In addition, representatives of the Executive Board of MAN SE and of the management of Truck & Bus GmbH have agreed, subject to the above-mentioned provisos, that the domination and profit and loss transfer agreement will presumably provide for a guaranteed dividend or current annual compensation amount pursuant to Sec. 304 AktG in an amount of EUR 3.07 (equalling an amount of EUR 3.30 before deduction of the currently applicable corporate income tax and solidarity surcharge) per common share or preferred share to be paid to the outside holders of common shares or preferred shares, respectively, for each full fiscal year. The audit result of Rölfs RP AG Wirtschaftsprüfungsgesellschaft, the judicially appointed contract auditor, is yet outstanding.
The final amount of the cash compensation to be agreed pursuant to Sec. 305 AktG and of the guaranteed dividend or current annual compensation payment to be agreed pursuant to Sec. 304 AktG will be determined by the entire Executive Board of MAN SE and by the entire management of Truck & Bus GmbH after finalisation of the business valuation effected jointly by KPMG and PWC, and will be audited by Rölfs RP AG Wirtschaftsprüfungsgesellschaft, the judicially appointed contract auditor. In order to be effective, the domination and profit and loss transfer agreement has to be approved by the corporate bodies as specified above, by the General Meeting of MAN SE, which is scheduled for 6 June 2013, and by the shareholders' meeting of Truck & Bus GmbH, and has to be registered with the commercial register of MAN SE.
Munich, 21 March 2013
MAN SE
The Executive Board
As was already announced on 9 January 2013, Volkswagen and MAN SE intend to enter into a domination and profit and loss transfer agreement (Beherrschungs- und Gewinnabführungsvertrag) with MAN SE as the controlled company (beherrschtes Unternehmen und Organgesellschaft) in order to create an integrated commercial vehicles group.
In accordance with the preliminary results of the business valuation effected jointly by KPMG Aktiengesellschaft Wirtschaftsprüfungsgesellschaft (KPMG'), retained by MAN SE, and by PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft ('PWC'), retained by the future controlling company, and on basis of the current interest level, representatives of the Executive Board of MAN SE and of the management of Truck & Bus GmbH, a wholly-owned subsidiary of Volkswagen Aktiengesellschaft, which, as the controlling company, will conclude the domination and profit and loss transfer agreement with MAN SE, agreed today that the domination and profit and loss transfer agreement will presumably provide for a cash compensation offer to the outside shareholders of MAN SE pursuant to Sec. 305 of the German Stock Corporation Act (Aktiengesetz, 'AktG') of EUR 80.89 per common share and of EUR 80.89 per preferred share. This agreement is subject, however, to the finalisation of the business valuation and the decisions of the entire Executive Board of MAN SE and of the entire management of Truck & Bus GmbH as well as to the approvals of the Supervisory Board of MAN SE and of the Supervisory Board of Volkswagen Aktiengesellschaft. In addition, representatives of the Executive Board of MAN SE and of the management of Truck & Bus GmbH have agreed, subject to the above-mentioned provisos, that the domination and profit and loss transfer agreement will presumably provide for a guaranteed dividend or current annual compensation amount pursuant to Sec. 304 AktG in an amount of EUR 3.07 (equalling an amount of EUR 3.30 before deduction of the currently applicable corporate income tax and solidarity surcharge) per common share or preferred share to be paid to the outside holders of common shares or preferred shares, respectively, for each full fiscal year. The audit result of Rölfs RP AG Wirtschaftsprüfungsgesellschaft, the judicially appointed contract auditor, is yet outstanding.
The final amount of the cash compensation to be agreed pursuant to Sec. 305 AktG and of the guaranteed dividend or current annual compensation payment to be agreed pursuant to Sec. 304 AktG will be determined by the entire Executive Board of MAN SE and by the entire management of Truck & Bus GmbH after finalisation of the business valuation effected jointly by KPMG and PWC, and will be audited by Rölfs RP AG Wirtschaftsprüfungsgesellschaft, the judicially appointed contract auditor. In order to be effective, the domination and profit and loss transfer agreement has to be approved by the corporate bodies as specified above, by the General Meeting of MAN SE, which is scheduled for 6 June 2013, and by the shareholders' meeting of Truck & Bus GmbH, and has to be registered with the commercial register of MAN SE.
Munich, 21 March 2013
MAN SE
The Executive Board
15 March 2013
Douglas Holding AG: Squeeze-out-request concretised and cash consideration determined
Ad-hoc-notification pursuant to § 15 para. 1 WpHG
Hagen, 15 March 2013 - Beauty Holding Two AG with its seat in Frankfurt am Main as legal successor of Beauty Holding Three AG today informed Douglas Holding AG (ISIN DE0006099005) that it has determined that the cash consideration to be paid for the transfer of the shares of the minority shareholders to Beauty Holding Two AG as main shareholder pursuant to sec. 327a et seqq. AktG amounts to EUR 37.64 per non-par value bearer share of Douglas Holding AG. Beauty Holding Two AG thereby confirmed and concretised the request pursuant to sec. 327a para. 1 sentence 1 AktG submitted to Douglas Holding AG on 15 January 2013.
The transfer resolution shall be passed at the next annual general meeting of Douglas Holding AG which will probably take place on 28 May 2013 in Hagen.
Douglas Holding AG
Kabeler Str. 4
58099 Hagen
Stock Exchanges: Regulated Market in Frankfurt a.M. (Prime Standard), Düsseldorf, Berlin and Hamburg; Open Market (Freiverkehr) in Hannover, München and Stuttgart
Hagen, 15 March 2013 - Beauty Holding Two AG with its seat in Frankfurt am Main as legal successor of Beauty Holding Three AG today informed Douglas Holding AG (ISIN DE0006099005) that it has determined that the cash consideration to be paid for the transfer of the shares of the minority shareholders to Beauty Holding Two AG as main shareholder pursuant to sec. 327a et seqq. AktG amounts to EUR 37.64 per non-par value bearer share of Douglas Holding AG. Beauty Holding Two AG thereby confirmed and concretised the request pursuant to sec. 327a para. 1 sentence 1 AktG submitted to Douglas Holding AG on 15 January 2013.
The transfer resolution shall be passed at the next annual general meeting of Douglas Holding AG which will probably take place on 28 May 2013 in Hagen.
Douglas Holding AG
Kabeler Str. 4
58099 Hagen
Stock Exchanges: Regulated Market in Frankfurt a.M. (Prime Standard), Düsseldorf, Berlin and Hamburg; Open Market (Freiverkehr) in Hannover, München and Stuttgart
11 March 2013
07 March 2013
21 February 2013
20 February 2013
18 February 2013
11 February 2013
Dyckerhoff Aktiengesellschaft: Initiation of squeeze-out procedure
Ad hoc announcement according to § 15 WpHG.
Wiesbaden, February 8, 2013
Today, Buzzi Unicem SpA submitted to the Management Board of Dyckerhoff Aktiengesellschaft, Wiesbaden, the request according to Section 327a para. 1 sent. 1 German Stock Corporation Act (Aktiengesetz - AktG) for a resolution to be adopted at a shareholders' meeting of Dyckerhoff Aktiengesellschaft to transfer the shares held by the remaining shareholders (minority shareholders) of Dyckerhoff Aktiengesellschaft to Buzzi Unicem SpA (principal shareholder) in return for an adequate cash compensation (so called squeeze-out).
Buzzi Unicem SpA directly and indirectly, due to the attribution of shares according to Section 327a para. 2, Section 16 para. 4 AktG, holds a total interest of 96.64 percent of the share capital of Dyckerhoff Aktiengesellschaft and therefore is principal shareholder of Dyckerhoff Aktiengesellschaft within the meaning of Section 327a para. 1 sent. 1 AktG.
The resolution regarding the squeeze-out of the other shareholders (minority shareholders) shall be adopted at the next general shareholders' meeting of Dyckerhoff Aktiengesellschaft. The previously scheduled date (May 7, 2013) for the general shareholders' meeting will probably be postponed to July 2013. The exact date of the general shareholders' meeting will be announced on the company's website shortly.
Dyckerhoff Aktiengesellschaft
Management Board
16 January 2013
15 January 2013
Squeeze-out initiated for DOUGLAS HOLDING AG
Frankfurt am Main, 15 January 2013 - Beauty Holding Three AG, a holding company indirectly held in part by funds advised by Advent International and in part by the Kreke family, today initiated a squeeze-out of minorityshareholders against payment of a cash compensation in order to acquire all shares in DOUGLAS HOLDING AG.
At over 95 percent, the size of Beauty Holding Three AG´s shareholding in DOUGLAS HOLDING AG facilitates a squeeze-out of the minority shareholders and hence a de-listing of DOUGLAS HOLDING AG. To this end, DOUGLAS HOLDING AG has been notified of Beauty Holding Three AG´s request for a resolution to be passed at the next general meeting, under which all shares held by minority shareholders are to be transferred by way of a squeeze-out to Beauty Holding Three AG as majority shareholder. The size of the cash compensation will be determined at a later date. The next general meeting of DOUGLAS HOLDING AG is due to be held in May 2013.
Beauty Holding Three AG had published a voluntary public tender offer on October 31, 2012; the tender offer was accepted by a large number of shareholders. In total, Beauty Holding Three AG now holds 96.17 percent of shares in DOUGLAS HOLDING AG. As the 95 percent threshold has been passed, all shareholders who have so far not accepted the tender offer during the acceptance period or the additional acceptance period can tender their shares for the price of EUR 38 per share in cash during a further tender period ending at midnight CET on March 20, 2013.
Ranjan Sen, General Manager of Advent International GmbH in Frankfurt: ´The high acceptance rate of over 95 percent makes the squeeze-out the logical next step for the partnership with DOUGLAS HOLDING and the Kreke family. Under the new, stable ownership structure, DOUGLAS Group will benefit from the de-listing and a significant reduction in regulatory requirements.´
Further information on the public tender offer may be accessed on www.douglas-offer.com.
About DOUGLAS HOLDING AG
With annual sales of more than EUR 3 billion, the DOUGLAS Group ranks amongst the leading European retailers. As a company listed in the MDAX the DOUGLAS Group represents ´Excellence in Retailing´ - with outstanding service, top quality products, an experiential store ambiance, and the friendliest employees in the business. The Group´s five retail divisions - Douglas perfumeries, Thalia bookstores, Christ jewelry stores, AppelrathCüpper fashion stores, and Hussel confectioneries - are among the market leaders and trendsetters in their respective sectors. The more than 24,000 employees provide a high level of service in the 1,900 specialty stores. In its state-of-the-art online shops the DOUGLAS Group also offers its outstanding service on the Internet.
For further information please go to www.douglas-holding.com.
About Advent International
Founded in 1984, Advent International is one of the world´s leading global buyout firms, with offices in 16 countries on four continents. Advent International is advised on investments in Germany by Advent International GmbH, Frankfurt. A driving force in international private equity for more than 28 years, Advent International has built an unparalleled global platform of over 170 investment professionals across Western and Central Europe, North America, Latin America and Asia. The firm focuses on international buyouts, strategic repositioning opportunities and growth buyouts in five core sectors, working actively with management teams to drive revenue growth and earnings improvements in portfolio companies. Since inception, Advent International has raised EUR 28 billion (USD 37 billion) in private equity capital and, through its buyout programmes, has completed 279 transactions in 35 countries.
For further information please go to www.adventinternational.com.
Important legal information / Disclaimer
This announcement is neither an offer to purchase nor an invitation to submit for sale the shares of DOUGLAS HOLDING AG. The terms and conditions of the takeover offer as well as other provisions pertaining to the takeover offer are solely governed by the offer document which is published in the internet under http://www.douglas-offer.com. (...)
At over 95 percent, the size of Beauty Holding Three AG´s shareholding in DOUGLAS HOLDING AG facilitates a squeeze-out of the minority shareholders and hence a de-listing of DOUGLAS HOLDING AG. To this end, DOUGLAS HOLDING AG has been notified of Beauty Holding Three AG´s request for a resolution to be passed at the next general meeting, under which all shares held by minority shareholders are to be transferred by way of a squeeze-out to Beauty Holding Three AG as majority shareholder. The size of the cash compensation will be determined at a later date. The next general meeting of DOUGLAS HOLDING AG is due to be held in May 2013.
Beauty Holding Three AG had published a voluntary public tender offer on October 31, 2012; the tender offer was accepted by a large number of shareholders. In total, Beauty Holding Three AG now holds 96.17 percent of shares in DOUGLAS HOLDING AG. As the 95 percent threshold has been passed, all shareholders who have so far not accepted the tender offer during the acceptance period or the additional acceptance period can tender their shares for the price of EUR 38 per share in cash during a further tender period ending at midnight CET on March 20, 2013.
Ranjan Sen, General Manager of Advent International GmbH in Frankfurt: ´The high acceptance rate of over 95 percent makes the squeeze-out the logical next step for the partnership with DOUGLAS HOLDING and the Kreke family. Under the new, stable ownership structure, DOUGLAS Group will benefit from the de-listing and a significant reduction in regulatory requirements.´
Further information on the public tender offer may be accessed on www.douglas-offer.com.
About DOUGLAS HOLDING AG
With annual sales of more than EUR 3 billion, the DOUGLAS Group ranks amongst the leading European retailers. As a company listed in the MDAX the DOUGLAS Group represents ´Excellence in Retailing´ - with outstanding service, top quality products, an experiential store ambiance, and the friendliest employees in the business. The Group´s five retail divisions - Douglas perfumeries, Thalia bookstores, Christ jewelry stores, AppelrathCüpper fashion stores, and Hussel confectioneries - are among the market leaders and trendsetters in their respective sectors. The more than 24,000 employees provide a high level of service in the 1,900 specialty stores. In its state-of-the-art online shops the DOUGLAS Group also offers its outstanding service on the Internet.
For further information please go to www.douglas-holding.com.
About Advent International
Founded in 1984, Advent International is one of the world´s leading global buyout firms, with offices in 16 countries on four continents. Advent International is advised on investments in Germany by Advent International GmbH, Frankfurt. A driving force in international private equity for more than 28 years, Advent International has built an unparalleled global platform of over 170 investment professionals across Western and Central Europe, North America, Latin America and Asia. The firm focuses on international buyouts, strategic repositioning opportunities and growth buyouts in five core sectors, working actively with management teams to drive revenue growth and earnings improvements in portfolio companies. Since inception, Advent International has raised EUR 28 billion (USD 37 billion) in private equity capital and, through its buyout programmes, has completed 279 transactions in 35 countries.
For further information please go to www.adventinternational.com.
Important legal information / Disclaimer
This announcement is neither an offer to purchase nor an invitation to submit for sale the shares of DOUGLAS HOLDING AG. The terms and conditions of the takeover offer as well as other provisions pertaining to the takeover offer are solely governed by the offer document which is published in the internet under http://www.douglas-offer.com. (...)
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