METRO AG: METRO major shareholders Meridian and Beisheim intend to conclude a pooling agreement

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

METRO AG has taken note of a joint press release by Meridian Foundation and Beisheim Group, in which they inform about their intention to enter into negotiations for the conclusion of a pooling agreement for the total of 20.55% of ordinary shares in METRO AG held by them according to the press release. In the press release, Meridian Foundation and Beisheim Group further state that they intend to gradually expand their shareholdings in case of appropriate buying opportunities.

Declared objective of Meridian Foundation and Beisheim Group is to consistently exercise the voting rights of the METRO shares held by them and to act unanimously vis-à-vis METRO AG and its other shareholders in material matters, in order to secure a positive development of METRO AG in the future.

The shareholdings of Meridian Foundation are managed by Palatin Verwaltungsgesellschaft mbH which currently holds approximately 14.19% of the ordinary shares in METRO AG. Beisheim Holding GmbH, Baar/Switzerland, and Beisheim Capital GmbH, Düsseldorf, currently jointly hold approximately 6.36% of the ordinary shares of METRO AG. 

METRO AG’s management board and supervisory board recommend shareholders not to accept EPGC offer

Today, the Management Board and the Supervisory Board of METRO AG published their Joint Reasoned Statement as per § 27 of the German Securities Acquisition and Takeover Act (WpÜG).

- The Management Board and Supervisory Board welcome EPGC‘s general support for METROs transformation process

- The Management Board and Supervisory Board of METRO AG are convinced that the Offer Prices for ordinary and preference shares do not reflect METROs fundamental value based on its growth and profitability potential and substantially undervalue METRO

- A takeover by EPGC could limit METROs operational flexibility and its strategic ability to act due to the high leverage

Having completed a thorough assessment, both Boards recommend that shareholders of METRO do not accept the unsolicited Voluntary Takeover Offer EP Global Commerce VI GmbH (EPGC), a holding company controlled by Daniel Křetínský, published on 10 July 2019.

The Management Board and the Supervisory Board are of the opinion that the Offer Prices of €16.00 per METRO ordinary share and €13.80 per METRO preference share substantially undervalue METRO with respect to its earnings and value potential.

This assessment is based on the reasons described in more detail in the Reasoned Statement and on the Management Board’s and Supervisory Board’s assessment that the Offer Prices for ordinary shares and preference shares do not reflect METROs fundamental value based on its growth and profitability potential.

Olaf Koch, Chairman of the Management Board of METRO AG, said: “We are convinced that our strategy creates sustainable and profitable growth for METROs future. Since 2012, we have been taking decisive action to transform our company and focus it entirely on wholesale. In a changing market environment, METRO is well positioned to play a leading role in the HoReCa and Trader sector.

Sustainable like-for-like growth has further accelerated in recent quarters, driven by the increased relevance for our customers. This is further evidenced by our like-for-like sales growth of 2.3% in the first nine months of the 2018/19 financial year, which we published on 23 July.

We always welcome new investors in the shareholder structure. Irrespective of this, the Management Board and the Supervisory Board believe that METRO is already capable to respond to the dynamically changing market environment. We consider the price offered by EPGC to be inadequate as it substantially undervalues METRO and, even after reviewing its further conditions, recommend our shareholders not to accept the Offer.”

Juergen Steinemann, Chairman of METRO AG’s Supervisory Board, explained: “METRO has a strategic plan in place, backed by the Supervisory Board, that positions METRO as a leading international wholesaler and food specialist. The Supervisory Board also believes the price offered is not adequate as it substantially undervalues METRO. In addition, more clarity is required regarding EPGC's planned future strategy and the effects of the acquisition financing on the company's ability to act.“

The Management Board and the Supervisory Board welcome EPGC's general support for METROs well-advanced transformation process and appreciate constructive dialogue.

Among other considerations, the recommendation of METROs Management Board and Supervisory Board to reject the Takeover Offer is based on the following reasoning:

METROs current and future value potential

- Focus on wholesale strategy: Over the past years, METRO has implemented a far-reaching transformation process, which has progressed well, and developed the company from a conglomerate into a leading wholesale specialist. EPGC also supports key steps of the transformation process that has been underway since 2012, including the sale process for Real and the search for a strategic partner for METROs China business.

- Growth and profit: This transformation is also becoming increasingly apparent in METROs key financial figures. Despite a challenging sector backdrop, METROs wholesale like-for-like sales have been growing for six consecutive years. Most recently a group-wide like-for-like sales growth of 3.4% was achieved in the third quarter of the current financial year, which just ended, despite the challenging situation in the Russia wholesale business. METRO is a healthy and profitable company that has reduced its debt by around €5 bn to €2.7 bn in recent years (both as of September 30, 2012 and 2017/18). This provides financial leeway and flexibility for future growth initiatives.

- Focus on high-growth customer: In the wholesale sector, METRO focuses in particular on two target groups characterized by attractive, sustainable growth dynamics: HoReCa (hotels, restaurants and catering companies) and Trader (independent traders). The like-for-like sales growth of these two target groups, which are characterized, among others, by attractive basket sizes, longer-term customer relationships and high shopping frequencies, amounts to 4-5% (9M 2018/19).

- Business model expansion: Over the past years, METRO has developed numerous innovative digital solutions that enable independent caterers to become even more successful. In combination with additional services, METRO will expand its range of services in the coming years and thus further enhance its attractiveness and relevance for customers. This will provide further growth and earnings potential for METRO.

- Use of funds: As part of the repositioning, METRO improved its cash generation, which is partly reinvested in digitalizing customers and the core business as well as in providing shareholders with an attractive dividend. As a result of these investments, METRO has become an innovative solutions provider.

In the view of METRO AG's Management Board and Supervisory Board, the achieved progress and the resulting growth potential are not sufficiently reflected in the Offer Prices.

This applies even though the Management Board and the Supervisory Board indicate that realizing these potentials involves risks. Accordingly, the Management Board and the Supervisory Board acknowledge that short-term investors may decide to accept the Offer, although the Offer Prices are not adequate from the Management Board’s and the Supervisory Board’s point of view.

Assessment of EPGC‘s Offer

- Share price development: EPGC’s share price analysis over the last twelve months is of limited relevance as it focuses on a selection of EPGC-related events only, ignoring progress against METROs transformation strategy. This includes the sale process for the Real business, the search for potential partners for METRO China, the digitization of customers and core business, the improvement measures initiated at METRO Russia and the increased focus on the growing HoReCa and Trader business.

- Premium: With a premium of around 2.9%, the Offer Price for METROs ordinary shares is only marginally above the closing price on the day the Offer was announced (21 June 2019). In addition, it only corresponds to a premium of around 10% versus the volume weighted three-month average price of €14.55 as determined by BaFin. This is well below the average control premiums customary for public takeovers in Germany. The multiples implied by the Offer Price are considerably lower than the EV/EBITDA multiples of comparable transactions in the wholesale and food service sector.
Analyst target prices: EPGC’s claims that analyst target prices have only been significantly raised due to takeover speculation cannot be substantiated. Various analysts have also referred to the strategic progress in their reports.

- High leverage burden:

• EPGC’s Offer is highly leveraged with significant repayment and interest requirements, most likely burdening the company in the event of a successful takeover with a significantly increased debt level. This could limit METROs strategic flexibility and financial leeway and gives reason to suspect that the company‘s substance could be used for debt servicing.

• The expected high proportion of leverage could also have a negative impact on METROs credit rating and would in all likelihood have a negative impact on refinancing requirements, refinancing possibilities and their terms and conditions. The rating agency Standard & Poor's has already placed METROs rating on the watch list with a negative outlook. A significant downgrade of METROs credit rating seems likely in case of a consummation of the transaction.

The recommendation of METRO AG's Boards is supported by inadequacy opinions from Bank of America Merrill Lynch and Goldman Sachs (for the Management Board) and Rothschild & Co (for the Supervisory Board). The Management Board is also advised by J.P. Morgan. The Management Board is legally advised by Hengeler Mueller and the Supervisory Board by Berner Fleck Wettich.

The complete explanation of the Management Board’s and the Supervisory Board’s recommendation to reject the Offer can be found in the Reasoned Statement pursuant to § 27 WpÜG, which is available at www.metroag.de/reasoned-statement

Acceptance rate of the voluntary public tender offer for Axel Springer SE above the minimum acceptance threshold

5 August 2019 - Traviata II S.à r.l., a holding company owned by funds advised by KKR, today announced that the 20 percent minimum acceptance threshold of the voluntary public tender offer for the shares (ISIN: DE0005501357, DE0005754238) of Axel Springer SE ("Axel Springer") has been exceeded at the expiry of the acceptance period at midnight (CEST) on 2 August 2019.

The result of the voluntary public tender offer at the expiry of the acceptance period is expected to be published on 7 August 2019.

Additional information is available at www.traviata-angebot.de/en.

EP Global Commerce VI GmbH: Acceptance period for voluntary public takeover offer for METRO AG started

Press Release

- Acceptance period from 10 July 2019 until 7 August 2019

- Offer is subject to minimum acceptance threshold of at least 67.5% of all ordinary shares

- Offer provides for a cash payment of EUR 16.00 for each ordinary share and EUR 13.80 for each preference share

- Offer price contains a premium of 34.5 percent on unaffected share price level of METRO's ordinary shares

- Offer price already reflects the successful implementation of the necessary transformation of METRO, leading to a significantly improved operational and financial performance

- Offer is a unique opportunity for METRO shareholders to realize the attractive value immediately and without risks about the future development of the share price or market environment in which METRO operates

- Adequacy of offer price supported by the target price expectations by leading research analysts

Grünwald, 10 July 2019 - Today, EP Global Commerce VI GmbH ("EP Global Commerce") published the offer document for its voluntary public takeover offer to the shareholders of METRO AG for the acquisition of all non-par value ordinary and preference shares ("Offer") following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") to publish the offer document.

The acceptance period for the Offer begins upon publication of the offer document on 10 July 2019 and ends on 7 August 2019, 24:00 hrs (Frankfurt am Main local time) / 18:00 hrs (New York local time).

The cash offer price for the ordinary shares (ISIN DE000BFB0019) is EUR 16.00 per share and the cash offer price for the preference shares (ISIN DE000BFB0027) is EUR 13.80 per share. EP Global Commerce is offering a cash payment to all holders of METRO ordinary shares with an attractive premium of 34.5 percent based on the undisturbed share price level of the ordinary shares prior to its initial strategic investment on 24 August 2018. The Offer corresponds to an equity value for all METRO Shares of EUR 5.8 billion.

The Offer is subject to a minimum acceptance threshold of at least 67.5% of all ordinary shares in METRO AG, which shall be sufficient in the view of EP Global Commerce to secure approval for a domination and profit and loss transfer agreement with METRO AG after settlement of the Offer, and to merger control clearances and other customary conditions.

"We are strongly convinced that our offer is in the best interest of all METRO AG shareholders and all other stakeholders. Our offer price represents an attractive premium of 34.5 percent on the unaffected share price level of METRO's ordinary shares. We believe that METRO will benefit from a clear shareholder and governance structure enabling it to better address the challenges resulting from digitalization, consolidation and increasing customer demands. Our offer price is based on the possibility to implement a domination agreement and it already reflects the significantly improved operational and financial performance to be achieved through a successful transformation of METRO. We are confident that our offer is a unique opportunity for all shareholders to realize attractive value immediately and without risks about the future development of the share price or market environment in which METRO operates," says Daniel Křetínský, co-founder of EP Global Commerce. "A simplification of the shareholder structure, the implementation of a domination and profit and loss transfer agreement, and a long term private ownership setting with one controlling shareholder would provide the management board of METRO with a clear mandate and support from a key shareholder to execute the necessary changes in the best interest of the company, its employees and all other stakeholders."

EP Global Commerce has the full support of key shareholder Haniel. Haniel has irrevocably undertaken to tender all its METRO shares (approximately 15.20% of METRO's total voting rights). In addition, EP Global Commerce exercised its call option with an affiliate of CECONOMY AG and thereby acquired approximately 5.39% of METRO's total voting rights. Together with its existing stake of 17.52% of METRO's total voting rights, EP Global Commerce has already secured 32.72% of the total voting rights in METRO which count towards the satisfaction of the minimum acceptance threshold condition of the Offer.

The value offered by EP Global Commerce is a unique opportunity for all METRO shareholders to exit at an attractive price for a company which requires a comprehensive business transformation. In light of the financial performance of METRO in the recent past and the prospects for the next two business years according to analyst reports, EP Global Commerce believes that the offer price represents a full and fair value. The attractiveness of the Offer is further evidenced by the fact that the Offer is supported by core shareholder who has been invested in the business well for decades. The adequacy of the offer price is also validated by the target price expectations by leading research analysts for the METRO shares.

METRO shareholders who wish to accept the Offer should contact their custodian bank or other custodian investment service providers with any questions they may have about acceptance of the Offer and the technical aspects of settlement. Custodian banks with registered office or branch in Germany will be also separately informed about the modalities for acceptance and settlement of the Offer and asked to inform customers who hold METRO shares in their securities deposit accounts about the offer and the steps necessary to accept it.

EP Global Commerce is a long-term oriented strategic investor with the goal to strengthen METRO's position and operating performance as a leading independent food and selected non food products wholesale supplier group with an attractive stationary (cash & carry), food delivery services and online offering.

The Offer itself as well as its terms and conditions are set out in detail in the offer document. The offer document (in the German language and a non-binding English translation thereof) and other information relating to the Offer are published on the internet at https://www.epglobalcommerce.com. Copies the offer document can be obtained free of charge at BNP Paribas Securities Services S.C.A., Zweigniederlassung Frankfurt, Europa-Allee 12, 60327 Frankfurt am Main, Germany, (inquiries by fax to +49 69 1520 5277 or e-mail to frankfurt.gct.operations@bnpparibas.com).

About EP Global Commerce

EP Global Commerce a.s. (EPGC), the indirect shareholder of EP Global Commerce VI GmbH, is an acquisition entity controlled by Daniel Křetínský, with current shareholding of 53%, who is acting in concert with the other shareholder Patrik Tkáč, who currently indirectly holds 47% shareholding in EPGC. EPGC was founded in April 2016 and is headquartered in Prague. Two subsidiaries, EP Global Commerce GmbH and EP Global Commerce II GmbH, were founded for the acquisition of the METRO shares from Haniel and indirectly CECONOMY AG. EP Global Commerce VI GmbH is an indirect subsidiary of EPGC, acting as bidder in connection with the Offer.

Daniel Křetínský was born in Brno, Czech Republic, on 9 July 1975. He studied at Masaryk University's Faculty of Law which he graduated as Doctor of Law, and also holds a bachelor's degree in political science. In 1999, he joined J&T investment group as a lawyer, shortly thereafter became responsible for corporate investments and was promoted to the position of partner in 2003. In 2009, through J&T together with PPF, he was involved in the founding of Energetický a průmyslový holding a.s. (EPH), nowadays a leading Central European energy and infrastructure group based in the Czech Republic and has been serving as its CEO and chairman. He subsequently acquired the shares in EPH and is its majority and controlling shareholder. Besides serving on several boards of companies affiliated with EPH, he also holds investments and positions at companies unaffiliated to EPH, including Czech Media Invest, holding company of media assets in the Central and Western Europe, Mall Group, one of the leaders in e-commerce in Central Europe and leader in online shopping comparison via Heureka Group, or EP Industries. He is also a Chairman of the Board of Directors of AC Sparta Praha fotbal.

Patrik Tkáč was born in Bratislava, Slovak Republic, on 3 June 1973. He studied at the Faculty of National Economy at the University of Economics in Bratislava where he earned his master's degree. Patrik Tkáč is a co-founder and a co-owner of the J&T group of companies, an international financial and private banking services provider and investment group with a focus on the markets of Central and Eastern Europe. In 1996, he became Member of the Board of Directors at J&T Finance Group, a.s.. Two years later, he was named Chairman of the Board of J&T Banka, a.s. and holds this function until today. He is also the Chairman of the Supervisory Board at Czech News Center and serves on several boards of companies affiliated with the J&T Group such as Nadace J&T (Foundation), J&T IB and Capital Markets or PBI.

Uniper SE: Request by KVIP International V L.P.

18-Apr-2019 / 19:58 CET/CEST

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

KVIP International V L.P. ("KVIP") requests to amend the agenda of Uniper SE's Annual General Meeting to be held on 22 May 2019 published in the Federal Gazette (Bundesanzeiger) on 12 April 2019, by adding the following item and to publish it together with the proposed resolutions and associated reasons: "Resolutions on instructing the Management Board to prepare a spin-off of the International Power business segment or, respectively, a spin-off of the European Generation business segment in Sweden".

KVIP proposes that the following resolution be adopted:

1. The Management Board is instructed to prepare and submit to the General Meeting for resolution, as soon as possible and at the latest by the date of the next Annual General Meeting of the Company, draft agreements and corresponding reports for the legally valid spin-off of the International Power business segment for absorption into a newly formed or already existing separate legal entity selected in accordance with the duties of the Management Board. The Management Board is instructed to satisfy all necessary prerequisites for the implementation of the aforementioned spin-off at its reasonable discretion in accordance with this resolution.

In the event that the resolution proposed under no. 1 above is not adopted by the required majority, KVIP proposes that the following alternative resolution be adopted:

2. The Management Board is instructed to prepare and submit to the General Meeting for resolution, as soon as possible and at the latest by the date of the next Annual General Meeting of the Company, draft agreements and corresponding reports for the legally valid spin-off of operations in Sweden that are included in the European Generation business segment, in particular Uniper's participation in Sydkraft AB registered office in Malmö, Sweden, for absorption into a newly formed or already existing separate legal entity selected in accordance with the duties of the Management Board. The Management Board is instructed to satisfy all necessary prerequisites for the implementation of the aforementioned spin-off at its responsible discretion in accordance with this resolution.

The Board of Management of Uniper SE will assess the request to amend and will prepare a statement in respect thereto.

Squeeze Out Constantia Packaging: Minority shareholders receive additional payment of 50.1 mn Euros

Press release of Cube Invest

The price review litigation in the squeeze out of Constantia Packaging ended with a highly advantageous result for former minority shareholders. In addition to the initial compensation of 47 Euros per share, former shareholders will now receive an additional payment of 35.08 Euros per share (+74,6%) amounting to a total of 50.1 mn Euros.

Cube Invest played a leading role in the 8 years long price review and successfully filed a groundbreaking discovery lawsuit in the US against former majority shareholder One Equity Partners (OEP), a JP Morgan entity, resulting in valuable information for the price review action.

Cube Invest’s CEO Alexander Proschofsky: "We are very satisfied with the exceptionally good outcome for us and the other minority shareholders. The price review litigation ended with the highest add-on payment ever adjudicated in Austria. Unfortunately, it is still common to underpay minority shareholders in Austrian squeeze outs. A current example for this unfair practice is the squeeze out of BUWOG in which Cube Invest will also engage heavily.“

Cube Invest GmbH
Alexander Proschofsky, CEO
T: +43 676 3475633
E: proschofsky@cube-invest-com
www.active-investor.at

New book on judicial review proceedings: De exemplis deterrentibus - Bemerkenswerte Befunde aus der Praxis der rechtsgeprägten Unternehmensbewertung in Aufgabenform

Prof. Dr. Leonhard Knoll: De exemplis deterrentibus - Bemerkenswerte Befunde aus der Praxis der rechtsgeprägten Unternehmensbewertung in Aufgabenform, 2nd ed. 2019

https://opus.bibliothek.uni-wuerzburg.de/frontdoor/index/index/docId/17869
URN: urn:nbn:de:bvb:20-opus-178695

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.

Linde plc: Linde AG Completes Cash Merger Squeeze-Out

Guildford, UK, 8 April 2019 - Linde plc (NYSE: LIN; FWB: LIN) announced today that its subsidiary Linde Aktiengesellschaft ("Linde AG") has completed the merger squeeze-out of all its minority shares for a cash consideration of EUR 189.46 per share. The total payment for the squeeze-out is EUR 2.8 billion.

The trading of Linde AG (FWB: LNA) shares on the Frankfurt Stock Exchange and other German exchanges is expected to be discontinued today.

About Linde plc
Linde plc is a leading industrial gases and engineering company with 2018 pro forma sales of USD 28 billion (EUR 24 billion). The company employs approximately 80,000 people globally and serves customers in more than 100 countries worldwide. Linde plc delivers innovative and sustainable solutions to its customers and creates long-term value for all stakeholders. The company is making our world more productive by providing products, technologies and services that help customers improve their economic and environmental performance in a connected world.

Elliott Statement on Proposal to Uniper

LONDON - Elliott Advisors (UK) Limited (“Elliott”) has written to the Management Board of Uniper SE (the “Company” or “Uniper”), to formally request the convocation of an Extraordinary General Meeting (“EGM”) with the express purpose of instructing management to prepare a lawful domination agreement with the Company’s largest shareholder Fortum Oyj (“Fortum”).

Elliott believes the thus far ill-defined and ambiguous nature of the relationship between Uniper and Fortum has created an unsatisfactory and unsustainable dynamic, which is detrimental to Uniper. In Elliott’s view, the status quo – operational underperformance and pervasive uncertainty – if sustained, will risk further undermining the Company’s fundamental value. Elliott believes a timely shareholder vote to advance a domination agreement may resolve the prolonged uncertainty at Uniper and clarify the relationship between the Company and Fortum, such that value can be created for the Company and all stakeholders.

Elliott believes that Fortum’s ultimate goal is clear. The recent announcement of a new strategic partnership between Uniper and Fortum coincided with Fortum increasing its shareholding in Uniper to 49.99%. As stated by Fortum’s CEO at the time, “We are delighted that Uniper is now committed to a fresh start in order to establish in earnest how the companies can work together strategically and operationally. It is in the interest of everybody that we rapidly advance now to create value for the stakeholders of both companies.”1What remains less clear, however, is how Fortum intends to achieve this result in light of the acrimony that has long defined the relationship between Fortum and Uniper. In Elliott’s view, Uniper’s shareholders are uniquely positioned to resolve the current impasse, by voting to instruct management to prepare a domination agreement with Fortum, opening a pathway forward that ensures appropriate governance controls and the full pursuit of a value-maximising strategy for all stakeholders.

Considering the costs of calling an EGM and assuming that an ordinary general meeting will be convened in the near term, Elliott has offered to withdraw its convocation request if the Company will include the aforementioned resolution proposal on the instruction of management to prepare a lawful domination agreement in the agenda of the forthcoming ordinary general meeting.

Elliott remains committed to a constructive dialogue with Uniper and fellow shareholders in an effort to deliver a positive resolution for those with a stake in Uniper’s future. Elliott is confident that shareholders will appreciate this constructive approach and support Elliott’s proposed resolution at Uniper’s next shareholder meeting.

About Elliott

Elliott Management Corporation manages two multi-strategy funds which combined have approximately $34 billion of assets under management. Its flagship fund, Elliott Associates, L.P., was founded in 1977, making it one of the oldest funds of its kind under continuous management. The Elliott funds’ investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, and employees of the firm. Elliott Advisors (UK) Limited is an affiliate of Elliott Management Corporation.

1 "Fortum CEO Pekka Lundmark comments fresh start with Uniper," 5 February 2019, https://www.fortum.com/media/2019/02/fortum-ceo-pekka-lundmark-comments-fresh-start-uniper


Media Contacts
London
Sarah Rajani CFA
Elliott Advisors (UK) Limited
+44 (0) 20 3009 1475
srajani@elliottadvisors.co.uk

TRATON's Participation In MAN Now Exceeds 90%

TRATON SE has notified MAN SE that, due to share tenders by MAN shareholders following the publication of the termination of the domination and profit and loss transfer agreement between TRATON SE (formerly Truck & Bus GmbH) and MAN SE in the commercial register, its participation in MAN SE has reached 90.17 percent of the share capital and 90.36 percent of the voting rights.

Thus, the participation of TRATON SE in MAN now exceeds 90 percent of the share capital (Grundkapital) of MAN SE. The participation of TRATON SE in MAN SE may further increase in the course of the further processing of the share tenders.

Cash Compensation in the Event of Cash Merger Squeeze-out Anticipated to be EUR 54.80 per Diebold Nixdorf AG Share

January 14, 2019 - Paderborn – On November 7, 2018, Diebold Nixdorf, Incorporated and Diebold Nixdorf AG agreed to implement a merger of Diebold Nixdorf AG (as transferring entity) into Diebold Nixdorf Holding Germany Inc. & Co. KGaA (“Diebold KGaA”), a wholly-owned direct subsidiary of Diebold Nixdorf, Incorporated, as surviving entity. In this context, a squeeze-out of the remaining minority shareholders of Diebold Nixdorf AG against adequate cash compensation pursuant to Sections 78, 62 paras. 1 and 5 of the German Transformation Act (Umwandlungsgesetz) in conjunction with Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz) would be carried out. Diebold KGaA currently owns 94.8% of the outstanding shares of Diebold Nixdorf AG (i.e., excluding treasury shares held by a subsidiary of Diebold Nixdorf AG).

Today, the external valuation expert to Diebold KGaA informed Diebold KGaA and Diebold Nixdorf AG that the amount of the adequate cash compensation determined by such expert on the basis of the valuation of Diebold Nixdorf AG is anticipated to be EUR 54.80 per Diebold Nixdorf AG share which corresponds to the three month volume weighted average share price of Diebold Nixdorf AG prior to the announcement of the intention to implement a merger squeeze-out on November 7, 2018. The valuation has been confirmed by the preliminary assessment of the court-appointed auditor. The final determination of the cash compensation by Diebold KGaA will occur after the finalization of the valuation and auditing activities.

The management board of Diebold Nixdorf AG decided that Diebold Nixdorf AG would, subject to the approval by the supervisory board of Diebold Nixdorf AG and the final determination of the cash compensation in an adequate amount by Diebold KGaA after the finalization of the valuation and auditing activities, enter into a merger agreement with Diebold KGaA pursuant to which Diebold Nixdorf AG will transfer its assets as a whole with all rights and obligations to Diebold KGaA by dissolution without liquidation according to Sections 2 no. 1, 78, 60 et seq. of the German Transformation Act (merger by means of absorption) (the “Merger Agreement”). On January 29, 2019, the supervisory board of Diebold Nixdorf AG is expected to approve the conclusion of the Merger Agreement, the signing of which is scheduled for January 31, 2019. The management board of Diebold Nixdorf AG intends to convene an extraordinary general meeting on March 14, 2019, to resolve on the transfer of the shares held by the Diebold Nixdorf AG minority shareholders to Diebold KGaA (the “Transfer Resolution”).

The effectiveness of the cash merger squeeze-out will be subject, among others, to the resolution by the general meeting of Diebold Nixdorf AG and the registration of the Transfer Resolution and the merger in the commercial register.

Paderborn, January 14, 2019 

Notifying Person:

Stephen A. Virostek
Vice President, Investor Relations
5995 Mayfair Road
North Canton, OH 44720

Judicial review of the cash compensation for the squeeze-out at BUWOG AG

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

Several minority shareholders have requested a judicial review of the cash compensation, offered by Vonovia SE for the squeeze-out at BUWOG AG. With decision of 11 February 2019, the Commercial Court of Vienna (Handelsgericht Wien) appointed BINDER GÖSSWANG Rechtsanwälte GmbH as joint representative (for the former minority shareholders which did not request a judicial review).

Market participants obviously expect an amendment of the cash compensation. There are several offers to buy such rights for EUR 0.58:
https://spruchverfahren.blogspot.com/2019/02/kaufangebot-fur-buwog_8.html
https://spruchverfahren.blogspot.com/2019/02/kaufangebot-fur-buwog.html

IVA, the Austrian sharesholders´ association, recommends to wait for an even higher compensation amount.

Handelsgericht Wien, FN 349794 d, file no. 74 Fr 20749/18 m
Joint representative: BINDER GÖSSWANG Rechtsanwälte GmbH, 1010 Vienna, Austria

Linde Holders Approve Squeeze Out of Remaining Linde Shares

Linde shareholders approved squeeze out of non-tendered shareholders with 99.58 % of present votes at extraordinary shareholder meeting in Munich. Non-tendered shares represent 8 % of free float.

The cash compensation of EUR 189.46 per share, offered to the minority shareholders, will be reviewed by the County Court of Munich (Landgericht München I) in a judicial review proceeding (Spruchverfahren).

Diebold Nixdorf Initiates Merger Squeeze-out Procedure

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

November 7, 2018 - North Canton, Ohio, United States of America - Diebold Nixdorf, Inc. and Diebold Nixdorf AG have agreed today to implement a Merger of Diebold Nixdorf AG (as transferring entity) into Diebold Nixdorf Holding Germany Inc. & Co. KGaA ("Diebold KGaA"), a wholly-owned direct subsidiary of Diebold Nixdorf, Inc., as surviving entity, in order to further simplify the structure of the Diebold Nixdorf group. In this context, a squeeze-out of the remaining minority shareholders of Diebold Nixdorf AG against adequate cash compensation pursuant to Sections 62 para. 1 and para. 5 of the German Transformation Act (Umwandlungsgesetz - UmwG) in conjunction with Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz - AktG) would be consummated. As a result of such merger squeeze-out, Diebold Nixdorf AG would cease to exist and the listing of Diebold Nixdorf AG shares on the Frankfurt Stock Exchange would be terminated. Diebold KGaA currently owns 28,006,679 shares in Diebold Nixdorf AG corresponding to 93.9% of the share capital of Diebold Nixdorf AG (excluding treasury shares).

Accordingly, Diebold KGaA will enter into negotiations with Diebold Nixdorf AG on a merger agreement, the completion of which will be subject to the approval of the supervisory board of Diebold Nixdorf AG. Following execution of the merger agreement, an extraordinary shareholders' meeting of Diebold Nixdorf AG will be called to resolve on the transfer of the shares of the remaining shareholders of Diebold Nixdorf AG to Diebold Nixdorf AG against adequate cash compensation. The extraordinary shareholders' meeting is expected to take place in the first quarter of 2019.

If prior to the publication of the convocation notice for the extraordinary shareholders' meeting of Diebold Nixdorf AG, outstanding shareholders of Diebold Nixdorf AG tender their shares to Diebold KGaA under the cash compensation offer in connection with the domination and profit-and-loss transfer agreement between Diebold KGaA as controlling entity and Diebold Nixdorf AG as controlled entity in such numbers that Diebold KGaA acquires at least 95% of the share capital of Diebold Nixdorf AG (excluding treasury shares), Diebold Nixdorf, Inc. and Diebold KGaA may consider initiating a corporate squeeze-out pursuant to Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz - AktG) instead of a merger squeeze-out. In any event, such corporate squeeze-out would be conducted on the same terms and within the same time frame as outlined herein and neither the legal nor the economic position of the outstanding shareholders of Diebold Nixdorf AG would change as a result of such shift from the merger squeeze-out to a corporate squeeze-out procedure.

North Canton, November 7, 2018

Diebold Nixdorf, Incorporated

Business Combination Between Praxair and Linde AG Successfully Completed

Guildford, UK (31 October 2018) – Linde plc (NYSE: LIN; FWB: LIN) announced today the successful completion of the business combination between Praxair and Linde AG.

Starting today, Linde plc shares will commence trading on the New York Stock Exchange under the stock ticker symbol “LIN”. On the Frankfurt Stock Exchange, Linde plc commenced trading on 29 October 2018 also under the ticker symbol “LIN”. Both Praxair and Linde AG tendered shares have been delisted from the New York and Frankfurt Stock Exchange respectively. Concurrent to the delisting of Linde AG tendered shares, the stock ticker symbol for Linde AG untendered shares has changed to “LNA” and continues to be listed on the Frankfurt Stock Exchange.

As part of the business combination agreement, Praxair shareholders received one share of Linde plc for each Praxair share they had held. Linde AG shareholders who accepted the exchange offer received 1.54 shares of Linde plc for each Linde AG share tendered under the exchange offer. Fractional shares will be aggregated and sold in accordance with the terms of the exchange offer document and the business combination agreement. Shareholders with fractional shares will receive cash in an amount representing such holder’s proportionate interest in the net proceeds from the sale.

Now that the business combination has been completed, the companies will focus on finalising the divestitures required by the respective antitrust authorities. Necessary divestitures include, in particular, certain sales in the United States which Linde AG is required to complete by 29 January 2019. Until the completion of the majority of such divestitures, Linde AG and Praxair are obliged to operate their businesses globally as separate and independent companies, and not coordinate any of their commercial operations.

Linde AG: Execution of merger agreement with Linde Intermediate Holding AG and squeeze-out of minority shareholders against adequate cash compensation in the amount of EUR 188.24 per Linde AG share

Ad hoc-announcement pursuant to Article 17 of the Market Abuse Regulation

Munich, 1 November 2018 - Today, Linde Intermediate Holding AG (“Linde Intermediate”) submitted a request to the Executive Board of Linde Aktiengesellschaft (“Linde AG”) pursuant to section 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) to convene an extraordinary shareholders’ meeting of Linde AG to resolve on the transfer of the shares held by the minority shareholders of Linde AG to Linde Intermediate against adequate cash compensation. Linde Intermediate is an indirect 100% subsidiary of Linde plc and, following the completion of the business combination between Linde AG and Praxair, Inc., holds approximately 92 % of the shares in Linde AG. Linde Intermediate has determined the cash compensation per Linde AG share to be EUR 188.24 and has thereby confirmed the amount of the anticipated cash compensation previously announced on 15 October 2018. The court-appointed auditor has confirmed the adequacy of the determined cash compensation.

On such basis, following the approval by the Linde AG Supervisory Board, the Executive Board of Linde AG today entered into a merger agreement with Linde Intermediate pursuant to which Linde AG transfers all of its assets as a whole with all rights and obligations to Linde Intermediate by dissolution without liquidation according to sections 2 no.1, 60 et seqq. German Transformation Act (merger by means of absorption). The merger agreement contains the statement pursuant to section 62(5) sentence 2 German Transformation Act that a squeeze-out of the minority shareholders of Linde AG as the transferring entity shall occur in the context of the merger.

Linde AG intends to convene an extraordinary shareholders’ meeting for 12 December 2018 to resolve on the transfer of the shares held by the Linde AG minority shareholders to Linde Intermediate against payment of a cash compensation in the amount of EUR 188.24 per Linde AG share.

The effectiveness of the cash merger squeeze-out is still subject to the resolution by the Linde AG shareholders’ meeting and the registration of the transfer resolution and the merger in the commercial registers at the seats of Linde Intermediate and Linde AG.