Annual general meeting of Prime Office REIT-AG approves merger with OCM German Real Estate Holding AG

Press release of Prime Office REIT-AG

- Business combination agreement and merger agreement with over 75 percent of the votes cast

- Process of merging with OCM German Real Estate Holding AG continues as planned

- German cartel office has approved the merger as the competent merger control entity

Munich, 24 September 2013. Prime Office REIT-AG (“Prime Office“), a leading listed property company with REIT status focused on investments and management of prime office properties in Germany, announces that the process of merging with OCM German Real Estate Holding AG will continue as planned. The business combination agreement and the merger agreement put to a vote today during the company’s annual general meeting were approved with the requisite majorities of at least 75 percent of the votes.

The business combination agreement between Prime Office, OCM German Real Estate Holding AG, Cologne, all shareholders of OCM German Real Estate Holding AG as well as Amherst S.à r.l. and OCM had an approval rating of 79.543 percent (23,176,509 votes in favour, 5,960,716 dissenting votes). The annual general meeting also approved the merger agreement between Prime Office as the transferring entity and OCM German Real Estate Holding AG, Cologne, as the receiving entity with a majority of 79.767 percent (23,271,930 votes in favour, 5,902,985 dissenting votes).

The planned merger between Prime Office and OCM German Real Estate Holding AG has been approved by the German cartel office as the competent merger control entity. Both Prime Office and OCM German Real Estate Holding AG aim at successfully completing the transaction before the end of the year.

“We are delighted that our shareholders support our plans to merge with OCM German Real Estate Holding AG. We view this as a strong vote of confidence for our strategy to build a leading, high earning and high dividend paying German office real estate company together with OCM German Real Estate Holding AG. We can now take the necessary next steps in the merger process that will enable us to follow through with the transaction and as a consequence generate sustainable value for our shareholders”, says Alexander von Cramm, member of the Prime Office REIT-AG executive board.

 

Contact details:

Prime Office REIT-AG

Richard Berg

Director Investor Relations / Corporate Communications
Hopfenstraße 4, 80335 Munich
Telephone:  +49. 89. 710 40 90 40
Facsimile:   +49. 89. 710 40 90 99
Email:          richard.berg@prime-office.de

Squeeze-out of Minority Shareholders of Hypo Real Estate AG to be reviewed by the Higher Regional Court of Munich

by Martin Arendts, German Attorney-at-law

The Regional Court of Munich (Landgericht München I) declined to increase the compensation offered to minority shareholders of Hypo Real Estate AG (HRE) by the Financial Market Stabilisation Fund (Sonderfonds Finanzmarktstabilisierung (SoFFin)) as part of the squeeze-out procedure conducted in 2009.

A record number of 272 former shareholders have applied to review the compensation through the special legal procedure (“Spruchverfahren”).

Several applicants now filed an appeal against the decision of the Regional Court of Munich. The appeal will be heard by the Higher Regional Court of Munich (Oberlandesgericht München).

Landgericht München I, decision of 21 June 2013, File no. 5HK O 19183/09
http://spruchverfahren.blogspot.de/2013/08/finanzmarktrechtlicher-squeeze-out-bei.html

Domination agreement of VW subsidiary with MAN SE registered

On 26 April 2103 Truck & Bus GmbH, a subsidiary of Volkswagen AG (VW), signed a domination agreement with MAN SE. This domination agreement has now been registered with the commerical register on 16 July 2013 and become operative (so MAN SE is now controlled by VW). The compensation offered by Truck & Bus GmbH (only EUR 80.89) will be reviewed by the District Court of Munich I (Landgericht München I).

http://spruchverfahren.blogspot.de/2013/07/barabfindungsangebot-die-auenstehenden.html
http://spruchverfahren.blogspot.de/2013/07/gewinnabfuhrungs-und.html

Squeeze-out of minority shareholders of Rücker AG announced

On 23 August 2013, the extraordinary shareholders´ meeting of Rücker AG, Wiesbaden, will decide on the squeeze-out of minority shareholders, requested by ATON Engineering AG. According to the agenda of the meeting, Rücker AG shall be merged with its main shareholder ATON Engineering AG and the shares of minority shareholders be transferred to ATON ("verschmelzungsrechtlicher Squeeze-out").

ISIN DE0007041105
http://spruchverfahren.blogspot.de/2013/07/rucker-ag-verschmelzung-aton.html

Squeeze-out of minority shareholders of Advanced Inflight Alliance AG announced

Global Entertainment AG has offiicaly notified the management board of Advanced Inflight Alliance AG of its intention to squeeze-out minority shareholders. According to Global Entertainment AG (which currently owns 94,07 %), Advanced Inflight Alliance AG shall be merged and the shares of minority shareholders be transferred to Global Entertainment AG.

ISIN: DE0001262186  WKN: 126218
http://spruchverfahren.blogspot.de/2013/07/advanced-inflight-alliance-ag_31.html

DOUGLAS HOLDING AG: squeeze-out registered

The squeeze-out resolution has been filed with the commercial register (Amtsgericht Hagen) on 25 July 2013. With the registration, the main shareholder, Beauty Holding Two GmbH, has become the sole shareholder of DOUGLAS HOLDING AG, Frankfurt am main. Several minority shareholders have announced to initiate a judicial review of the compensation of EUR 38.00 offered by Beauty Holding Two GmbH.

ISIN DE0006099005 / WKN 609 900
http://shareholders-germany.blogspot.de/2013/05/douglas-holding-ag-increase-of-squeeze.html
http://spruchverfahren.blogspot.de/2013/08/bekanntmachung-uber-die-abfindung-der.html

Gameforge Berlin AG: squeeze-out registered

The squeeze-out resolution has been filed with the commercial register (Amtsgericht Charlottenburg) on 30 July 2013 and published on 31 July 2013. With the registration, the main shareholder, Gameforge AG, has become the sole shareholder of Gameforge Berlin AG (formerly Frogster Interactive Pictures AG). Several minority shareholders have announced to initiate a judicial review of the compensation offered by Gameforge AG.

ISIN DE000A0F47J1 / WKN A0F 47J
http://spruchverfahren.blogspot.de/2012/02/spruchverfahren-beherrschungs-und.html

Generali Group to take full control of Generali Deutschland AG

Italian insurer Assicurazioni Generali SpA plans to take full control of Generali Deutschland AG, the management holding company of Germany's second largest insurer. Generali has agreed to buy a 3 percent stake in the holding company from a group of private investors at an initial price of 105 euros per share, resulting in a total consideration of 171 million euros. This will take its stake in Generali Deutschland AG to 96 percent. Generali announced that it would its right to a "squeeze-out" procedure and acquire the remaining 4 percent of Generali Deutschland AG shares it does not already own.The squeeze-out procedure will see Generali subsidiary, Generali Beteiligungs-GmbH, offering the minority shareholders a cash compensation per share. The minimum will be calculated on the basis of the weighted average market price of Generali Deutschland AG shares over the last three months before the announcement.

SCA Hygiene Products SE: Registration of the squeeze-out resolution in the commercial register

Ad hoc announcement according to § 15 WpHG

Today, the commercial register maintained by the Munich local court has registered the resolution of SCA Hygiene Products SE's shareholders' meeting of 17 May 2013 on the transfer of the shares of the minority shareholders of SCA Hygiene Products SE to the main shareholder SCA Group Holding B.V., Amsterdam/The Netherlands, against adequate cash compensation of 487.81 EUR per no-par-value share.

With the registration of the transfer resolution in the commercial register the minority shareholders have ceased to be shareholders of SCA Hygiene Products SE, and, by operation of law, their shares were transferred to SCA Group Holding B.V.

The stock exchange listing is expected to be discontinued soon. Details concerning the payment of the fixed cash compensation of 487.81 EUR per no-par-value share will be published by SCA Group Holding B.V. in due time in the federal gazette and in the Wertpapiermitteilungen.

Munich, June 24, 2013

SCA Hygiene Products SE
Management Board

itelligence AG: Registration of squeeze-out resolution in commercial register

Ad hoc announcement according to § 15 WpHG 

Bielefeld, June 17, 2013 - The resolution of the Annual General Meeting of itelligence AG from May 23, 2013 regarding the transfer of the shares of the minority shareholders of itelligence AG to NTT DATA EUROPE GmbH & Co. KG as main shareholder in accordance with §§ 327a et. seq. AktG was registered with the commercial register of the company today. 

 By entering the transfer resolution in the commercial register, all shares of the minority shareholders have been transferred to NTT DATA EUROPE GmbH & Co. KG. Details about the payout of the established cash compensation amounting to EUR 10.80 for each no-par value bearer share will be announced shortly by NTT DATA EUROPE GmbH & Co. KG. 

It is expected that the listing of itelligence AG shares will soon be suspended. Until then, the stock exchange dealing still taking place will be a trade occurring only with the claims of the minority shareholders for compensation in cash. After registration of the transfer resolution in the commercial register, the itelligence AG shares still recorded in the deposits of minority shareholders evidence merely the claim for compensation in cash. 

Contact: 

Katrin Schlegel, itelligence AG, Tel: +49 (0) 521 - 91 44 8106; 

Katrin.Schlegel@itelligence.de

W.E.T. Automotive Systems AG: Squeeze-out-Procedure under German Stock Corporation Law by Gentherm Europe GmbH: Determination of cash compensation and substantiation of the squeeze-out-request

Ad hoc announcement according to § 15 WpHG

Gentherm Europe GmbH (formerly: Amerigon Europe GmbH) with its seat in Augsburg, Germany, as of today notified W.E.T. Automotive Systems Aktiengesellschaft that it has determined the amount of the cash consideration for the transfer of the shares of the remaining shareholders of W.E.T. Automotive Systems Aktiengesellschaft (minority shareholders) to Gentherm Europe GmbH as main shareholder pursuant to Sec. 327a ff. German Stock Corporation Act ('AktG') as follows: 

The consideration in cash shall be EUR 90.05 (in words: ninety euro and five cents) per no-par value bearer share of W.E.T. Automotive Systems Aktiengesellschaft, each with a calculated nominal amount of the registered share capital of EUR 3.00. 

With its letter as of today Gentherm Europe GmbH has confirmed its squeeze-out request pursuant to Sec. 327a para. 1 sentence 1 AktG and, in particular, substantiated its request by notification of the determined cash consideration. Gentherm Europe GmbH holds more than 95 % of the registered share capital of W.E.T. Automotive Systems Aktiengesellschaft and is therefore its main shareholder according to Sec. 327a para. 1 sentence 1 AktG. 

 The transfer resolution shall be voted upon at the next annual general meeting of W.E.T. Automotive Systems Aktiengesellschaft, which currently is scheduled for 28 August 2013.

Odelzhausen, this 12 June 2013 

The Management Board

Douglas Holding AG: Increase of the squeeze-out-consideration to EUR 38.00

Ad-hoc-notification pursuant to § 15 para. 1 WpHG

Hagen, 24 Mai 2013 - As published by Douglas Holding AG (ISIN DE0006099005) on 15 March 2013 by way of an ad-hoc-announcement, Beauty Holding Two AG (today: Beauty Holding Two GmbH) had informed the company that Beauty Holding Two AG (today: Beauty Holding Two GmbH) had determined that the cash consideration to be paid for the intended exclusion of the minority shareholders pursuant to sec. 327a et seqq. AktG amounts to EUR 37.64 per non-par value bearer share of Douglas Holding AG.

Today, Beauty Holding Two GmbH informed Douglas Holding AG that in light of a decrease of the base rate following the finalisation of the valuation it has decided to increase the cash consideration to EUR 38.00 per non-par value bearer share of Douglas Holding AG and to make a corresponding proposal in the shareholders' meeting taking place on 28 May 2013.

Douglas Holding AG
Kabeler Str. 4
58099 Hagen

SCA Hygiene Products SE: Increase of squeeze-out cash compensation to 487,81 EUR per share

Ad hoc announcement according to § 15 WpHG

On 26 March 2013, SCA Hygiene Products SE has announced that the main shareholder SCA Group Holding B.V., Amsterdam/The Netherlands has determined the cash compensation for the transfer of the shares of the minority shareholders of SCA Hygiene Products SE to amount to 468.42 EUR per no par-value share.

Today, SCA Group Holding B.V. has informed the management board of SCA Hygiene Products SE that with a view to the decrease of the base interest rate after the completion of the valuation they have decided to increase the determined cash compensation to 487,81 EUR per no par-value bearer share. They will ask in the annual meeting of SCA Hygiene Products SE convened for 17 May 2013 to resolve on the transfer of the shares of the minority shareholders against a cash compensation of 487,81 EUR per no-par value bearer share.

Munich, May 14, 2013

SCA Hygiene Products SE
Management Board

Dyckerhoff Aktiengesellschaft: Determination of cash compensation for squeeze-out by Buzzi Unicem SpA

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

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

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.