STADA: Domination and profit and loss transfer agreement between STADA Arzneimittel AG and Nidda Healthcare GmbH takes effect / beginning of acceptance period for severance offer

Bad Vilbel, March 20, 2018 – The domination and profit and loss transfer agreement (DPLA) between Nidda Healthcare GmbH (Nidda Healthcare) as the controlling entity and STADA Arzneimittel AG (STADA) as the dependent company was entered into the commercial register of the Company at the District Court of Frankfurt am Main on March 20, 2018. The inter-company agreement that was approved by STADA’s Extraordinary General Meeting on February 2, 2018 thus takes effect.

STADA shareholders now have the opportunity to tender their shares to Nidda Healthcare in return for a compensation in the amount of €74.40 per share through their custodian bank. The acceptance period for this offer expires two months after the day on which the entry of the DPLA in the commercial register pursuant to Section 10 of the German Commercial Code (HGB) was announced. Should a duly submitted petition for a court ruling on the severance or the compensation be made to the court determined in Section 2 of the German Act on Appraisal Proceedings (Spruchverfahrensgesetz), the period shall end two months after the day on which the last petition that is decided upon is announced in the Federal Gazette (Bundesanzeiger).

Those remaining STADA shareholders who do not accept the severance offer remain shareholders of the Company and receive for the duration of the contract – instead of an annual dividend – a recurring compensation payment payable for each full fiscal year of STADA for each STADA share in the amount of €3.82 gross or €3.53 net at current tax rates.

Deutsche Telekom AG: T-Mobile US, Inc. announces plans to combine with Sprint Corp. in a stock for stock merger

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

T-Mobile US, Inc., a publicly listed subsidiary of Deutsche Telekom AG, and Sprint Corp., a publicly listed subsidiary of Softbank Group Corp., together with Deutsche Telekom and Softbank, today have entered into a legally binding business combination agreement to merge the two companies in an all-stock transaction at an exchange ratio of one T-Mobile US share for 9.75 shares of Sprint's outstanding common stock without an additional cash component.

This will add approx. 426 million T-Mobile US shares to the 865 million already issued, bringing the total to approx. 1.29 billion shares (based on fully diluted shares).

The completion of the transaction is subject to a number of closing conditions, including, among others, the receipt of required antitrust and regulatory approvals (inter alia Department of Justice, FCC, CFIUS) and approvals by the shareholders of T-Mobile US and Sprint.

Upon completion of the transaction, it is expected that Deutsche Telekom, Softbank and the public will hold approximately 42 percent, 27 percent and 31 percent of the combined company's common stock respectively. In addition, Softbank and Deutsche Telekom will enter into a voting agreement securing Deutsche Telekom a proxy over all of Softbank's shares in the combined company.

Following the merger, Deutsche Telekom will have the right to appoint 9 out of 14 members of the Board of Directors of T-Mobile US, of whom a minimum of two must be independent. Timotheus Höttges, CEO of Deutsche Telekom, will become Chairman of the Board of T-Mobile US, and John Legere, currently a Board Member and Chief Executive Officer of T-Mobile US, will continue as a Board Member and Chief Executive Officer of T-Mobile US.

The shareholder structure and a clear governance will allow Deutsche Telekom to continue to fully consolidate T-Mobile US.

Cost and capex synergies with a net present value of approximately 43 billion U.S. dollars (net of integration costs) are expected for the then larger T-Mobile US as a result of the merger, with projected integration costs of around 15 billion U.S. dollars. Starting 3 years after closing of the transaction, synergies are expected to exceed integration costs for the first time.

The transaction will not affect Deutsche Telekom's outlook on the group for the current financial year 2018. Deutsche Telekom's statement on dividend policy for the financial year 2018 also remains unchanged.

Net leverage (defined as net debt to adjusted EBITDA) for Deutsche Telekom is expected to exceed the target corridor of 2.0-2.5x following the transaction. However, strong free cash flow generation of T-Mobile US over the coming years is expected to result in strong deleveraging bringing the ratio back to the target corridor in 2021.

For calculation purposes closing of the transaction is assumed to take place at the end of 2018. T-Mobile US and Sprint, however, expect closing of the transaction in the first half of 2019. Deutsche Telekom figures are based on current accounting standards (not taking IFRS 16 into account).

Linde AG: Linde plc, Linde and Praxair intend cash merger squeeze out for Linde AG after completion of business combination

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

Linde plc, Linde Aktiengesellschaft ("Linde") and Praxair, Inc. ("Praxair") have agreed today to implement, in the event of a successful completion of the business combination, for the purpose of simplifying the future group structure under the newly incorporated Linde plc, a merger of Linde AG (as transferring entity) into Linde Intermediate Holding AG (as surviving entity). In this context, a squeeze out of the remaining minority shareholders of Linde AG against adequate cash compensation pursuant to sections 62(1) and (5) of the German Transformation Act (Umwandlungsgesetz - UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz - AktG) would be consummated. Linde Intermediate Holding AG is a wholly-owned indirect subsidiary of Linde plc. In the event of a successful completion of the business combination, Linde Intermediate Holding AG is expected to hold approximately 92 % of the shares in Linde AG.

Study on German Valuation Practice

by Attorney-at-law Martin Arendts, M.B.L.-HSG

I-ADVISE AG Wirtschaftsprüfungsgesellschaft, Düsseldorf, has once again submitted a study on valuation practices in squeeze-outs, domination and profit and loss transfer agreements, mergers and legal form changes. The study, now published in its fourth edition, on company valuation has been extended to include the opinions with valuation dates in 2017 and shows the development of valuation practice in the years since 2010 (not the years before due to changes in valuation parameters due to the 2009 introduced withholding tax).

The new I-ADVISE study provides important benchmarks for determining the most important parameters in business valuations and provides an overview of the solution of numerous valuation questions by professional valuation experts. However, Dr. Jochen Beumer admits in the preface that current practice can not be equated with best practice possible.

It is also not examined how this practice is then judged by the courts charged with reviewing the valuation (in some cases very differently). Decisions in these proceedings - if the case it not quickly settled - only become final after many years (as judicial review proceedings may take more than 10 years).

175 business evaluations were analyzed. Only in five cases was the evaluation not carried out by an authorized auditor. In 66 % of the cases, the calculated enterprise value was higher than the market price and was therefore used as the basis for the compensation payment (so that it would be disadvantageous for minority shareholders, if only the average market price would be regarded as relevant, a position some local courts hold).

In the analysis of past performance, a three-year period was examined in 80% of cases. In 79% of the reports, a planning horizon of three to five years was used. Longer planning periods relate in particular to infrastructure investments, solar companies or life insurance companies.

The FAUB recommendation on higher market risk pemium approach has become widely accepted in practice (despite criticism in the industry and by judges in the relevant case law). In the current cases almost exclusively 5.5 % are used (in 2017 with three outliers upwards: once 5.75 % and twice 6.0 %).

The beta factor was determined in 95 % of the evaluations by means of a peer group. The number of comparable companies showed between 2 and 24 companies used (on average, for the years examined, mostly 8 or 9 companies). While in the meantime, a global index has been used as the benchmark (2014: 43%), a broad local index is usually used again (2017 in 72% of the cases). In 69% of the evaluations, a raw beta factor was used and no flat-rate adjustments were made (only 16% adjusted beta factors in 2017).

The study can be downloaded for free:
http://www.i-advise.de/de/wp-content/uploads/2018/03/180314-Studie-Bewertungspraxis.pdf

For the first time, the study will also be published in English:
http://www.i-advise.de/wp-content/uploads/2018/03/180314-Study-German-Valuation.pdf

KTM Industries AG: Delisting offer to the shareholders of Pankl Racing Systems AG concluded successfully

- Offer accepted for 39,273 shares 

- KTM Industries Group now holds 98.22 % 

- Last trading day of Pankl-shares: 30 May 2018 

On 3 January 2018 KTM Industries AG ("Offeror") has announced its intention to launch an offer to the shareholders of Pankl Racing Systems AG in the course of the delisting of the Pankl-shares (ISIN AT0000800800). The Offeror and the parties acting in concert with it held 3,054,765 shares prior to the start of the acceptance period, which equalled to approximately 96.98 % of the share capital. Thus, the offer aimed at the acquisition of a total of 95,235 Pankl-shares.

Arendts on investments in special situations

Arendts special situations from Martin Arendts

BUWOG AG: The takeover offer by Vonovia has been successful

Ad-hoc release 

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

Vienna, 12. March 2018. Vonovia SE (“Vonovia”) has surpassed the minimum acceptance threshold of 50% plus 1 share for its takeover offer for BUWOG AG, Vienna ("BUWOG") at the end of the initial acceptance period today at 17:00 hours. Further, all other closing conditions have been fulfilled. Therefore, the takeover offer by Vonovia has been successful.

Based on the latest information, 73.7% of all BUWOG shares have been tendered. Vonovia informed, that the final results will be published on Vonovia’s website (en.vonovia-tob.de) on 15 March 2018 and in the Wiener Zeitung on 16 March 2018. With publication of the final results in the Wiener Zeitung the additional acceptance period starts.

The settlement of the offer for shares and convertible bonds tendered during the initial acceptance period is expected to occur on 26 March 2018 and for shares and convertible bonds tendered during the additional acceptance period for end of June 2018. 

Weng Fine Art AG was granted permission for trading in the Quality Segment on the Munich Stock Exchange

Less than four weeks after the first meeting with the decision makers, Weng Fine Art AG has met all the requirements of the Munich Stock Exchange to be included in the “m:access” quality segment of the market. CEO and Supervisory Board believe that during the past two years Weng Fine Art has met all the goals for a re-listing after the newly built ecommerce business of WFA Online AG has proven to be scalable. Trading in the Weng Fine Art stock will resume in April 2018: the precise date will be released to the public within the next few weeks, after discussions with the Munich Stock Exchange and mwb fairtrade AG, the bank who accompanies Weng Fine Art to the stock exchange.

The CEO Rüdiger K. Weng thanks the decision makers of the Munich Stock Exchange for the strong support in bringing Weng Fine Art back to the stock exchange: “The re-listing reflects and rewards the Company´s successful development in recent years. At the same time the shareholders, who have hold faith in the company during the past years, have now the chance to capitalize on the growing company value”.

Weng Fine Art AG is the first German corporation that managed a come-back after the wave of de-listings that started in 2016 and saw more than 100 companies leaving the stock exchange.

At present time and until the public listing, the shares of Weng Fine Art can be traded through the platform of Schnigge Wertpapierhandelsbank: https://www.schnigge.de/de/quote-center/telefonhandel-kurse.html
This platform shows bid and ask quotes for WFA shares throughout the day. 

Spruchverfahren aktuell (SpruchZ) No. 1/2018 published

Spruchverfahren aktuell (SpruchZ) Nr. 1/2018 von SpruchZ

New book on the valuation of companies in judicial review proceedings

Leonhard Knoll, De exemplis deterrentibus: Bemerkenswerte Befunde aus der Praxis der rechtsgeprägten Unternehmensbewertung, 

2017, Würzburg University Press, 124 pages,
ISBN 978-3-95826-060-3,
EUR 32,90

Available also online free of charge:
http://nbn-resolving.de/urn:nbn:de:bvb:20-opus-147587

The book is a collection of cases concerning valuation in legally defined occasions. These cases, mostly taken from real German law suits, are formulated as questions and problems (inclusively a separate solution chapter), each with framing introductions and conclusions. They highlight the regrettably often disturbed relationship between theory and practice in this area of valuation. This procedure resembles to textbooks which use cases to communicate content, but there is a fundamental difference: No hypothetical cases show the right approach, but real cases demonstrate striking violations contra legem artis.

Biotest AG: Tiancheng intends to conclude a domination and profit transfer agreement with Biotest AG

Tiancheng (Germany) Pharmaceutcial Holdings AG, a holding company indirectly controlled by Creat Group Co., Ltd., has informed Biotest AG company that it intends to conclude a domination and profit and loss transfer agreement (Beherrschungs- und Gewinnabfürhungsvertrag) between Biotest AG as the controlled and profit-transferring company and to approve the conclusion of such a corporate agreement at a general meeting of Biotest AG.

Biotest AG assumes that the compensation and settlement arrangements for the outside shareholders of Biotest AG will be determined in accordance with the legal requirements and on the basis of a company valuation. The intended domination and profit and loss transfer agreement requires the approval of the Annual General Meeting of Biotest AG in order to be effective.

On May 18, 2017, Tiancheng published the offer document for its voluntary public takeover offer to the shareholders of Biotest AG for the acquisition of all no-par value ordinary shares (ISIN DE0005227201) and all no-par value preferred shares (ISIN DE0005227235) of Biotest AG. The acceptance period for the Takeover Offer expired on 15 June 2017, and the additional acceptance period pursuant to § 16 (2) sentence 1 WpÜG ended on 4 July 2017. The purchase agreements for the Biotest shares submitted during the Acceptance Period and the Additional Acceptance Period were completed on January 31, 2018.

Squeeze-out registered at biolitec AG

by Attorney-at-law (Rechtsanwalt) Martin Arendts, M.B.L.-HSG

On 4 December 2017, the Annual General Meeting of biolitec AG, Vienna, decided to exclude all minority shareholders in accordance with section 1 (1) GesAusG (squeeze-out) in return for a cash compensation of EUR 20.43 per share. This resolution was now entered into the commercial register (HG Wien) on February 7, 2018 and published on February 13, 2018. The sole shareholder of biolitec AG is now the main shareholder, Dr. Ing. Wolfgang Neuberger.

The appropriateness of the cash settlement amount offered will be judicially reviewed in a review process (Überprüfungsverfahren).

The current biolitec AG was formed mainly by a cross-border (downward) merger in 2013 of the listed German Biolitec AG, Jena, on its subsidiary, Biolitec Unternehmensbeteiligungs I AG, Vienna.

Reasoned statement of BUWOG AG – Management Board and Supervisory Board recommend to accept tender offer by Vonovia

Vienna, 13 February 2018

Today, the Management Board and Supervisory Board of BUWOG AG (“BUWOG”) published their reasoned statements with respect to the offer document presented by Vonovia SE (“Vonovia”) on 5 February 2018.

In these statements, following a due process of review, the Management Board and Supervisory Board recommend that the holders of securities in BUWOG accept the offer. This recommendation is described in more detail in the reasoned statement.

Following an in-depth examination, the Management Board and Supervisory Board of BUWOG have each formed the opinion that the offer price of € 29.05 per BUWOG share and the offered consideration to the holders of convertible bonds can be considered adequate from a financial point of view. The offer price for BUWOG Shares is significantly higher than both, the unaffected and historical weighted average prices of BUWOG shares over the last two years.

The Management Board and the Supervisory Board consider the premium on the closing share price on 15 December 2017 (trading day before the announcement of the offer) of 18.1 percent as adequate. Furthermore, the offer price is 16.8 percent above the most recently published undiluted EPRA Net Asset Value of the company as of 31 October 2017.

The acceptance period started on 5 February 2018 and ends on 12 March 2018. Provided that all conditions precedent are fulfilled at the end of the acceptance period, the settlement for the first offer period of the transaction is expected to be at the end of March 2018. The antitrust approvals, which are necessary conditions precedent for the completion of the transaction, have already been issued.

As of today, the joint reasoned statements on the offer are available on BUWOG's website at www.buwog.com.

The members of the Management Board of BUWOG AG and members of the Supervisory Board who hold BUWOG shares will accept the offer and tender their shares into the offer.

In connection with the offer, BUWOG is advised by Goldman Sachs as financial advisor and relating to Austrian Law by Schönherr Rechtsanwälte GmbH.

About the BUWOG Group 

The BUWOG Group is the leading German-Austrian full-service provider in the residential property business and now looks back on 66 years of expertise. Its property portfolio encompasses around 49,000 units and is located in Germany and Austria. In addition to Asset Management, the entire value chain of the residential sector is covered by Property Sales and Property Development. The shares of BUWOG AG have been listed on the stock exchanges in Frankfurt am Main, Vienna (ATX) and Warsaw since the end of April 2014.

Linde AG: Status of the antitrust proceedings for the proposed business combination with Praxair, Inc.

Ad hoc-announcement

Munich, 06 February 2018 - Discussions with various antitrust authorities have resulted in indications that merger clearance of the business combination of Linde Aktiengesellschaft ("Linde") and Praxair, Inc. ("Praxair") will be subject to requirements more onerous than previously assumed. Based on ongoing discussions and the current knowledge, the revenue and EBITDA thresholds agreed with Praxair in the Business Combination Agreement up to which divestment commitments must be accepted are not exceeded.

In the course of the antitrust proceedings in the European Union, Linde and Praxair will not submit final commitments to the European Commission in this first investigation phase (phase I). Therefore, the merger partners expect that the European Commission will initiate an in-depth investigation (phase II). When initiating a phase II investigation, the European Commission, in principle, decides within a period of 90 business days on the approval of the business combination. A phase II investigation is not uncommon for complex transactions, such as the one at hand.

The merger partners remain convinced of the merits of the proposed business combination. Linde and Praxair will continue the constructive dialogue with antitrust authorities in order to complete the transaction in the second half of 2018.

Biotest AG: Tiancheng intends to enter into a domination and profit and loss transfer agreement with Biotest AG

Ad-hoc RELEASE
Announcement according to Article 17 European Market Abuse Regulation (MAR)

Dreieich, 8 February 2018. Today, Tiancheng (Germany) Pharmaceutical Holdings AG, a holding company which is indirectly controlled by Creat Group Co., Ltd., informed the Company that it intends to enter into a domination and profit and loss transfer agreement pursuant to Section 291 para. 1 of the German Stock Corporations Act between Biotest AG as dominated and profit transferring company and the bidder as dominating company, which is authorized to receive the profit transfer, and to vote in favour of such domination and profit and loss transfer agreement in a general meeting of Biotest AG. Tiancheng has asked to enter into negotiations.

Biotest AG expects that the cash compensation and guaranteed dividend for minority shareholders of Biotest AG will be determined in accordance with the statutory requirements and on the basis of a pending evaluation of the Company. In order to become effective, the intended domination and profit and loss transfer agreement requires the approval of the general shareholders' meeting of Biotest AG.

Tiancheng published on 18 May 2017 the offer document for its voluntary public takeover offer to the shareholders of Biotest AG for the acquisition of all ordinary non-par value ordinary bearer shares (ordinary shares) (ISIN DE0005227201) and all non-par value preferred bearer shares (preference shares) (ISIN DE0005227235) in Biotest against payment of a cash consideration. The acceptance period for the takeover offer ended on 15 June 2017 and the additional acceptance period pursuant to Section 16 para. 2 sentence 1 WpÜG ended on 4 July 2017. Following the fulfilment of all conditions of the takeover offer, the purchase agreements regarding the Biotest shares which were tendered into the takeover offer during the acceptance period and the additional acceptance period were settled on 31 January 2018.

Biotest Aktiengesellschaft
Board of Management

Biotest AG: Creat takeover of Biotest closed

PRESS RELEASE

- Transfer of tendered shares completed

- Majority shareholding (approx. 90% of Biotest AG's ordinary shares and voting share capital) of Creat in Biotest

Dreieich, 31 January 2018. On 19 January 2018 Biotest AG disclosed that the last remaining condition has been met for the takeover offer by Tiancheng (Germany) Pharmaceutical Holdings AG, the acquisition company of the Creat Group Corporation. Thus the unsolicited takeover offer announced on 18 May 2017 for the shares of Biotest AG became effective and could be settled.

The offer by Tiancheng (Germany) Pharmaceutical Holdings AG and payment of the purchase price to the custodial bank of the accepting Biotest shareholders was settled promptly and, as described in section 13.5 of the offer document.

Tiancheng (Germany) Pharmaceutical Holdings AG, an indirect controlled subsidiary of Creat Group Corporation, a company organized and existing under the laws of the People's Republic of China, hereby holds a majority interest (approx. 90% of Biotest AG's ordinary shares and voting share capital) in Biotest AG.

About Biotest
Biotest is a provider of plasma proteins and biological drugs. With a value added chain that extends from pre-clinical and clinical development to worldwide sales, Biotest has specialised primarily in the areas of clinical immunology, haematology and intensive medicine. Biotest develops and markets immunoglobulins, coagulation factors and albumins based on human blood plasma. These are used for diseases of the immune and haematopoietic systems. In addition, Biotest develops monoclonal antibodies in the indications of cancer of plasma cells and systemic lupus erythematosus which are produced by recombinant technologies. Biotest has more than 2,500 employees worldwide. The preference shares of Biotest AG are listed in the SDAX on the Frankfurt stock exchange.