Statement from Davidson Kempner regarding the Deutsche Wohnen takeover offer by Vonovia

LONDON, Sept. 23, 2021 - Davidson Kempner currently owns an aggregate 11.4 million shares (3.2% of the share capital), has been a substantial long-term investor in Deutsche Wohnen SE, one of Europe's largest property companies over many years and has engaged in an extensive dialogue with the Management during this period. Davidson Kempner has also been an investor in Vonovia.

Vonovia and Deutsche Wohnen Have Circumvented Shareholder Rights

Vonovia launched an opportunistic bid for Deutsche Wohnen and offered key members of the Management Board of Deutsche Wohnen (the "Target Board") attractive roles in the enlarged company. The Target Board has subsequently taken a number of initiatives that are unprecedented and legally questionable, with the sole purpose of helping Vonovia acquire control in the face of shareholder resistance to the offer terms.

Despite the majority of Deutsche Wohnen shareholders rejecting the original offer, the Target Board agreed an amended offer very quickly with a minimum adjustment to the offer terms. Recognising the risk that the amended offer would be rejected once again, the Target Board also included a number of measures to ensure Vonovia's success:

i. Providing Vonovia with almost ~10% of Deutsche Wohnen shares via:
a. The sale of 3.53% of treasury shares for €52/share (below the takeover offer of €53/share)
b. The sale of a further 0.93% of treasury shares at €53/share
c. The issuance of primary shares amounting to 5.17% on a fully diluted basis
ii. Agreeing to waive all conditions, which forces many shareholders to sell or tender their shares as the takeover is effectively considered as "over" prior to Vonovia even acquiring the majority support of Deutsche Wohnen shareholders. The Board has effectively handed control to Vonovia and worked around its own shareholders.

In aggregate, these measures have severely undermined shareholder rights and in particular, their prerogative to decide on takeover offers. Against a background of the conflicts of interest of certain Deutsche Wohnen Board members, this makes the situation even more disturbing and raises serious corporate governance concerns in the German market.

This is a Dangerous Precedent for German Corporate Governance

Vonovia and Deutsche Wohnen have demonstrated that as long as the Management and Supervisory Boards of both companies want a deal to come together, shareholders' opinions and voting rights can largely be cast aside. This creates a dangerous precedent in Germany, in which Management Boards can effectively decide the fate of a company and undermine shareholder democracy.

There is now a serious threat that Vonovia makes a delisting offer for Deutsche Wohnen, a large DAX company with a significant free float. A delisting provides no meaningful benefit to Deutsche Wohnen and it effectively forces many public shareholders to sell or tender their Deutsche Wohnen shares and enable Vonovia to increase its control. Many market observers and German institutions saw this aggressive measure used in the Rocket Internet delisting offer in 2020, another situation marred by material corporate governance failures.

HOLIDAYCHECK GROUP AG PLANS DELISTING, CONCLUSION OF DELISTING AGREEMENT

ad hoc announcement

Munich, Germany, 29 September 2021, 16:09 CET – The Management Board of HolidayCheck Group AG (ISIN DE0005495329) has today resolved to seek the removal of the company’s shares (delisting) from trading on the Regulated Market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse – FWB®) in accordance with Section 39, paragraph 2 of the German Stock Exchange Act (Börsengesetz – BörsG).

At a joint meeting today, the Management Board obtained the approval of the Supervisory Board to enter into an agreement regarding the delisting process with Burda Digital SE, which holds an interest of approximately 73 percent in the company. In the agreement, Burda Digital SE undertakes to make an offer to shareholders of the company to buy their shares at a cash offer price of EUR 2.70 per share. Burda Digital SE believes that the offer price will be above the volume-weighted six-month average price required by law for a delisting purchase offer. The final price will be determined by the German Federal Financial Supervisory Authority (BaFin) and may differ from the estimated amount. As a delisting purchase offer, the offer will not be subject to conditions.

The company has undertaken to apply for the removal of its shares from trading on the Regulated Market of the Frankfurt Stock Exchange during the acceptance period for the delisting purchase offer and will comment on the delisting acquisition offer within the scope of the legal requirements of Section 27 of the German Securities Takeover Act (WpÜG).

The Management Board of the Frankfurt Stock Exchange will make the decision on the delisting. The Management Board assumes that, in line with the rules and regulations of the Frankfurt Stock Exchange, the delisting will become effective three trading days after it is announced, which should be immediately after the decision is made. After the delisting becomes effective, the shares of HolidayCheck Group AG will no longer be admitted to trading or be traded on a regulated market of a stock exchange in Germany or a comparable market in another country, nor will the company apply for or consent to admission of the shares to unofficial (open) markets.

About HolidayCheck Group AG:

HolidayCheck Group AG (ISIN DE005495329), Munich, Germany, is one of Europe’s leading digital firms for holidaymakers. With a total workforce of around 300, HolidayCheck Group AG comprises HolidayCheck AG (which operates hotel review and travel booking portals by the same name), HC Touristik GmbH (which operates the tour operator HolidayCheck Reisen), Driveboo AG (which operates the car rental portals MietwagenCheck and Driveboo). HolidayCheck Group’s vision is to become the world’s most holidaymaker-friendly company in the world.

Joint Reasoned Statement of Deutsche Wohnen SE: Executive Board and Supervisory Board of Deutsche Wohnen recommend shareholders to accept new, improved takeover offer by Vonovia

Berlin, 31.08.2021 | Press release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

- Offered consideration of 53 euros per share is fair and adequate taking into account all relevant key figures

- Offer provides shareholders the opportunity for a secure, timely and fair realization of value

- Takeover offer of Vonovia is in the best interest of Deutsche Wohnen and all stakeholders

The Executive Board and Supervisory Board of Deutsche Wohnen SE ("Deutsche Wohnen") today published a joint reasoned statement on the new, improved voluntary public takeover offer by Vonovia SE ("Vonovia") pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG). In this statement, both boards conclude that the takeover offer by Vonovia is in the best interest of Deutsche Wohnen, its shareholders and stakeholders. The Executive Board and Supervisory Board have thoroughly analyzed the adequacy of the offer and have taken into account both the strategic benefit as well as the consideration offered. Based on this analysis, the Executive Board and Supervisory Board consider the offer price of 53 euros per Deutsche Wohnen share offered by Vonovia as fair and adequate. Both boards therefore recommend shareholders to accept the new, improved offer by Vonovia.

The Executive Board and Supervisory Board of Deutsche Wohnen have independently examined the conditions of the offer and taken into account fairness opinions provided by five financial advisors. The takeover offer by Vonovia provides shareholders of Deutsche Wohnen the opportunity for a secure, timely and fair realization of value. For the evaluation, the Executive Board and Supervisory Board examined, among other things, the premium on the Deutsche Wohnen share price and compared it with historical premiums in the industry. Both boards have also set the offer price in relation to the price targets by financial analysts and have taken into account the current EPRA NTA. The cash offer of 53 euros per Deutsche Wohnen share is 17.8 percent above the closing price of the Deutsche Wohnen share on May 21, 2021, and 24.8 percent above the volume-weighted average price of the Deutsche Wohnen share during the last three months up to May 21, 2021, the last trading day prior to the publication of the decision by Vonovia to submit the first offer takeover offer. It also has to be taken into account that shareholders received a dividend of 1.03 euros per share following the announcement of the original offer. Based on the offer price and the FFO I expected for Deutsche Wohnen in 2021, there is an implied FFO return of around 2.9 percent and thus a valuation which is around 2 percentage points higher than that of major listed competitors. Furthermore, the offer price is above the average of the price targets published by financial analysts for the Deutsche Wohnen share prior to May 24, 2021. Additionally, the offer price is above the EPRA NTA per share as reported on June 30, 2021.

Deutsche Wohnen also welcomes the strategic benefits of the combination and the resulting added value for all parties involved and stakeholders. With its size and setup, the combined company can set new standards in Europe and play a beneficial role in shaping the future of the industry. Climate protection, needs-based housing and affordable housing are social challenges that require substantial investment and can be better shouldered together. A strong and reliable player can act responsibly in the regulated environment of the real estate market and in the interests of all stakeholders, while at the same time pursuing the sustainable development of the company.

Shareholders are able to accept Vonovia's offer and tender their shares via their custodian bank since the publication of the offer document on August 23, 2021. The acceptance period is expected to end on September 20, 2021, at 24:00 CEST. The success of the offer is conditional upon reaching a minimum acceptance threshold of at least around 50 percent of the Deutsche Wohnen shares issued at the time of the expiry of the acceptance period as well as the fulfilment of other customary closing conditions. The detailed terms and conditions of the offer as well as the closing conditions can be found in the Offer Document of Vonovia.

The Joint Reasoned Statement of the Executive Board and Supervisory Board of Deutsche Wohnen on the voluntary takeover offer (cash offer) of Vonovia to the shareholders of Deutsche Wohnen published on August 23, 2021, is available free of charge at Deutsche Wohnen SE, Investor Relations, Mecklenburgische Straße 57, 14197 Berlin (phone: +49 (0)30 89786-5413, fax: +49 (0)30 89786-5419; email: ir(at)deutsche-wohnen.com).

In addition, the Statement has been published on Deutsche Wohnen’s website ir.deutsche-wohnen.com (in the section “Takeover Offer of Vonovia SE”). The Statement and any additions and/or additional statements on possible amendments to the Takeover Offer are published in German and in a non-binding English translation. Only the German versions are authoritative.

Important Notice

This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of Deutsche Wohnen SE. The terms and further provisions regarding the public takeover offer can be found in the Offer Document. Investors in, and holders of, securities of Deutsche Wohnen SE are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as soon as they are published, since they contain or will contain important information.

The offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable).   (...)

Upcoming appraisal proceedings in Germany

ARENDTS ANWÄLTE will represent minority shareholders in following proceedings:

• ADLER Real Estate AG: DA (with ADO Group S.A, formerly ADO Properties S.A., as dominating party) or squeeze-out

• AMIRA Verwaltungs Aktiengesellschaft: squeeze-out

• ADVA Optical Networking SE

• AKASOL AG: merger squeeze-out

• Allgemeine Gold- und Silberscheideanstalt Aktiengesellschaft (Agosi): merger squeeze-out in favor of Umicore

• AMIRA Verwaltungs Aktiengesellschaft: merger squeeze-out

• Aves One AG

• ERLUS Aktiengesellschaft: squeeze-out

• HELLA GmbH & Co. KGaA

• HumanOptics AG: merger squeeze-out

• i:FAO Aktiengesellschaft: merger squeeze-out

• ISRA VISION PARSYTEC AG: squeeze-out

• KUKA AG

• MAN SE: merger squeeze-ou

• MyHammer Holding AG: merger or squeeze-out

• Nymphenburg Immobilien Aktiengesellschaft: merger squeeze-out

• Odeon Film AG: merger squeeze-out

• RIB Software SE: squeeze-out

• Sachsenmilch Aktiengesellschaft: squeeze-out

• SAINT-GOBAIN ISOVER G+H Aktiengesellschaft: squeeze-out

• Schaltbau Holding AG: DPLTA

• Sport1 Medien AG (formerly: Constantin Medien AG): squeeze-out

• Tele Columbus AG

• VTG AG: squeeze-out

• WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft 

• WESTGRUND Aktiengesellschaft: squeeze-out

(without obligation)

Adler Pelzer Group decided to launch VTO and DTO for STS Group

Hagen, Germany, 29 June 2021  

Adler Pelzer Group decided on June 29, 2021 to make a voluntary public takeover offer (VTO, Voluntary Tender Offer) to all shareholders of STS Group AG for the acquisition of all ordinary bearer shares in STS Group (ISIN:  DE000A1TNU68). 

The Bidder plans to launch the Takeover Offer as a compensation offer as required for the delisting of the STS Group Shares (DTO, Delisting Tender Offer) from trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (Section 39 para. 2 and para. 3 of the German Stock Exchange Act (Börsengesetz)). 

The offer document (in German and a non-binding English translation) containing the detailed terms and conditions of the Takeover Offer, as well as further information relating thereto, will be published by the Bidder following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on the internet at http://www.adler-pelzer-offer.com. 

The Takeover Offer will be made on and subject to the terms and conditions to be set out in the offer document. 

ADTRAN and ADVA Announce Combination to Create Global, Scaled End-to-End Fiber Networking Solutions Leader

Press release of ADTRAN

• Combination expands product offering and strengthens position as a global fiber networking innovation leader with combined revenue of $1.2B 

• Highly complementary businesses create a global, scaled end-to-end provider to better serve customers with differentiated fiber networking solutions, spanning metro edge, aggregation, access and subscriber connectivity 

• Creates a stronger and more-profitable company, poised to benefit from the unprecedented investment cycle in fiber, an expanded market opportunity and increased scale 

• Meaningful value creation with over $50 million in annual run-rate cost synergies 

• All-stock transaction with ADTRAN shareholders to own approximately 54% and ADVA shareholders to own approximately 46% of the combined company, assuming a tender of 100% of ADVA shares 

• Combined company to be dual-listed on the NASDAQ and Frankfurt Stock Exchange 

HUNTSVILLE, AL and MUNICH, GERMANY, AUGUST 30, 2021 – ADTRAN, Inc., [Nasdaq: ADTN] and ADVA [FSE: ADV] announced today the entry into a business combination agreement to combine the two companies and create a leading global, scaled provider of end-to-end fiber networking solutions for communications service provider, enterprise and government customers. The merger combines ADTRAN’s global leadership in fiber access, fiber extension and subscriber connectivity solutions with ADVA’s global leadership in metro wavelength division multiplexing, data center interconnect, business ethernet and network synchronization solutions. 

Both companies are pioneers in open, disaggregated solutions with a shared vision for the future of fiber networking. The combined business will offer a comprehensive portfolio for providing homes, businesses and 5G infrastructure with scalable, secure and assured fiber connectivity, paired with cloud-managed Wi-Fi connectivity and SaaS applications that optimize the performance of the network and improve the customer experience. 

 “We are in the early stages of an unprecedented investment cycle in fiber connectivity, especially in the U.S. and Europe, fueled by the demand for last-mile fiber access and middle-mile transport to provide high-speed connectivity to homes, businesses and future 5G infrastructure,” said ADTRAN Chairman and CEO Thomas Stanton. “By joining forces, our combined firm’s portfolio will better position us to capitalize on this highly compelling global opportunity. We expect the transaction will create significant long-term value for both companies’ stakeholders by increasing our scale and improving our ability to serve as a trusted supplier for customers worldwide.” 

“The business combination is an outstanding opportunity to leverage the complementary nature of our customers and product portfolios and the compatibility of our companies’ businesses and culture,” said ADVA CEO Brian Protiva. “We are excited to join forces and create a world-class team with exceptional technology expertise and customer focus. Our shared vision and passion for innovative networking solutions will benefit our customers through an enhanced value proposition, including a fully integrated end-to-end architecture for enterprise, access and metro core markets.” 

The companies also note that the combination will leverage its trusted supplier status to communications service providers, to create an expanded, secure and more-comprehensive portfolio for government networks and critical infrastructure. The combined company will continue to support all customers in its current markets and will continue to benefit from world-class R&D teams to help advance the next generation of fiber communications networks. 

ACCELERATING GROWTH AND DRIVING VALUE CREATION 

The combination of ADTRAN and ADVA is expected to create significant value for the shareholders of both companies, with approximately $52 million in pre-tax annual cost synergies realized within two years post-closing, driven by identified supply chain efficiencies and operating model optimization. 

Importantly, the combination will create opportunities to better serve customers. This will enable the combined company to accelerate its growth profile by utilizing a broader regional presence and the enhanced cross-selling opportunities facilitated by complementary product lines. 

TRANSACTION DETAILS 

ADTRAN and ADVA will combine under a new holding company (which will be renamed ADTRAN Holdings, Inc. following the closing) pursuant to an all-stock exchange offer for 100% of ADVA’s outstanding shares. 

Under the terms of the offer, each ADVA share will be exchanged for 0.8244 shares of common stock in the new holding company. The offer is equivalent to €14.98 per ADVA share based on ADTRAN’s 3-month VWAP as of August 27, 2021, representing a premium of 22% to ADVA’s 3-month VWAP for the same time period, an equity value of €789 million, and an enterprise value of €759 million for an implied multiple of 1.3x LTM Revenue. ADTRAN shares will be exchanged for shares in the new holding company on a one-for-one basis. At the closing, ADTRAN shareholders will own approximately 54% of the equity of the combined company and ADVA shareholders will own approximately 46%, assuming a tender of 100% of ADVA shares. 

The new holding company will commence the public takeover offer after approval of the offer document by the German Federal Financial Supervisory Authority (Bundesanstalt fuer Finanzdienstleistungsaufsicht / BaFin), which ADTRAN anticipates occurring in November 2021. The offer will be subject to certain closing conditions, including a minimum acceptance threshold of 70% of the outstanding shares in ADVA, majority approval by ADTRAN shareholders, regulatory approvals, and other customary closing conditions. 

The business combination agreement has been approved unanimously by the ADTRAN Board of Directors and the ADVA Management and Supervisory Boards. The transaction also has the strong support of ADVA’s largest shareholder, Egora, which has entered into an irrevocable commitment to tender into the offer shares representing 13.7% of ADVA’s outstanding shares. 

The companies anticipate completing the transaction during the second or third quarter of 2022, subject to receipt of required regulatory approvals, as well as satisfaction of other customary closing conditions. The new holding company, in coordination with the ADVA Management and Supervisory Boards, intends to pursue a delisting and squeeze-out of the ADVA shares, following settlement of the offer or at a later date, depending on the new holding company’s shareholding in ADVA, prevailing market conditions and other economic considerations. 

THE COMBINED COMPANY 

The combined company will be named ADTRAN Holdings, Inc. Its global headquarters will be located in Huntsville, AL and its European headquarters will be in Munich, Germany. 

The new management team and Board of Directors will have a balanced mix of executives from both companies. ADTRAN’s Chairman and CEO, Tom Stanton, will serve in the same capacity following the close of the transaction. ADVA’s CEO, Brian Protiva, will transition into the role of Executive Vice Chairman. ADTRAN’s CFO, Mike Foliano, will remain in his current role and ADVA’s CTO, Christoph Glingener, will serve in the same capacity for the combined entity. 

The Board of Directors of the combined company will comprise 9 directors, 6 of whom will be directors designated by ADTRAN and 3 of whom will be directors designated by ADVA. 

The combined company will be dual-listed on the NASDAQ and Frankfurt Stock Exchange. 

ADVISORS 

BofA Securities is acting as exclusive financial advisor to ADTRAN, and Jefferies is acting as exclusive financial advisor to ADVA. Kirkland & Ellis LLP is serving as legal counsel to ADTRAN, and Hogan Lovells International LLP is serving as legal counsel to ADVA.    (...)

TRATON successfully completes merger squeeze-out of MAN SE

Press release of TRATON SE

- Transfer resolution and merger have been entered in the commercial register

- MAN SE shares will be delisted shortly

Munich, August 31, 2021 – Today, the transfer resolution of the Annual General Meeting of MAN SE that took place on June 29, 2021 — which stipulates the transfer of shares held by the remaining shareholders of MAN SE to TRATON SE against payment of an appropriate cash com-pensation — has been entered in the commercial register of TRATON SE.

The merger of MAN SE with TRATON SE was also registered at the same time, so that all shares held by minority shareholders have now been transferred to TRATON SE.

The merger between MAN SE and TRATON SE became effective at the same time, with MAN SE ceasing to exist as a legal entity. This means that TRATON SE has successfully completed the merger squeeze-out of MAN SE.

As a result of this merger, MAN Truck & Bus SE and Scania AB, in particular, will become wholly owned direct subsidiaries of TRATON SE. This enables TRATON to make the overall structure of the Group even more efficient, implement decisions more quickly, and reduce administrative ex-penses.

The cash compensation was set at €70.68 per common and preferred share and will be paid out in the next few days.

MAN SE shares will be delisted shortly.

BaFin clears Vonovia for prompt public takeover offer to Deutsche Wohnen shareholders

Bochum, 5 August 2021 – The German Federal Financial Supervisory Authority (“BaFin”) (Bundesanstalt für Finanzdienstleistungsaufsicht) has today granted Vonovia SE (“Vonovia”) clearance for a new public takeover offer to the shareholders of Deutsche Wohnen SE (“Deutsche Wohnen”) in the near future. 

Vonovia previously announced a voluntary public takeover offer to the shareholders of Deutsche Wohnen on 23 June 2021. However, this offer did not reach the minimum acceptance threshold of 50%. 

In such a case, a new public takeover offer within one year of the end of the acceptance period is only permitted if the target company consents and if BaFin grants an exemption from the one year blocking period. Deutsche Wohnen had already provided its consent in the new Business Combination Agreement. 

Vonovia will now immediately submit a new offer document to BaFin for review and, once approved, present it to the shareholders. The new public offer to the shareholders of Deutsche Wohnen is expected to be submitted before the end of August. 

About Vonovia 

Vonovia SE is Europe’s leading private residential real estate company. Vonovia currently owns around 415,000 residential units in all attractive cities and regions in Germany, Sweden and Austria. It also manages around 72,500 apartments. Its portfolio is worth approximately € 59.0 billion. As a modern service provider, Vonovia focuses on customer orientation and tenant satis-faction. Offering tenants affordable, attractive and livable homes is a prereq-uisite for the company’s successful development. Therefore, Vonovia makes long-term investments in the maintenance, modernization and senior-friendly conversion of its properties. The company is also creating more and more new apartments by realizing infill developments and adding to existing buildings.   (...)

zooplus enters into an Investment Agreement with Hellman & Friedman to fully capture long-term growth opportunities

• Hellman & Friedman to launch a voluntary public takeover offer at a price of EUR 390 per share in cash

• With Hellman & Friedman as a strategic and financial partner, zooplus gains additional sector expertise, hands-on support, enhanced financial flexibility and a stable ownership structure to fully seize the long-term growth opportunity in the fast-evolving European pet market 

• zooplus’ Management Board and Supervisory Board welcome the longterm Strategic Partnership and support the offer 

• Shareholders benefit from a premium of 50 percent to the 3M VWAP as well as immediate and upfront value creation 

• Hellman & Friedman secured irrevocable tender commitments for approximately 17 percent of zooplus’ share capital, incl. Management Board Members and Maxburg Beteiligungen GmbH & Co. KG 

• Investment Agreement defines cornerstones of Strategic Partnership incl. commitments for strategy, pan-European footprint, management, employees and business partners 

Munich, August 13, 2021. zooplus, the leading European online pet platform, and Hellman & Friedman (H&F), have signed an Investment Agreement to enter into a Strategic Partnership aimed at strengthening zooplus’ long-term leadership position in the growing and fast-evolving European pet category. As the category is experiencing rising customer expectations as well as an increasingly competitive landscape, H&F will help zooplus to implement substantial growth-oriented investments, while acknowledging the resulting adverse short- and mid-term impact on profitability and cash flows. With H&F as a strategic and financial partner, zooplus will gain additional sector expertise, hands-on support, the financial firepower, and a stable ownership structure to expand its competitive lead and secure sustainable long-term growth. To this end, H&F announced a voluntary public takeover for all zooplus shares at an offer price of EUR 390 per share in cash. 

“The fast-evolving European pet market will provide significant opportunities for players, who master the continued shift towards online, match and exceed evolving customer expectations and increase the product and service choice relevant to pet lovers. With Hellman & Friedman, we gain additional sector expertise, hands-on support, financial flexibility and long-term focus needed to seize this unique market opportunity better and more effectively. We are convinced that the current market environment requires a clear focus on winning the category in the long run by prioritizing sustainable growth and value creating investments ahead of short- and mid-term earnings, a strategy fully backed by Hellman & Friedman”, said Dr. Cornelius Patt, CEO of zooplus. 

“After having independently assessed different strategic options as well as the partnership and takeover offer by Hellman & Friedman with due care, both boards regard the transaction to be in the best interest of the company and its shareholders. Therefore, we welcome the Strategic Partnership with Hellman & Friedman and support the offer as we believe this transaction will significantly benefit our customers, partners and employees while delivering immediate value to our shareholders”, commented Karl-Heinz Holland, Chairman of the Supervisory Board of zooplus. 

“We are excited to partner with zooplus and to support the future development of the company. Hellman & Friedman is ideally positioned to help zooplus implement the necessary initiatives to adapt to an increasingly competitive market landscape with large generalist e-commerce platforms as well as omni-channel pet store chains striving for online market share. Our Strategic Partnership aims to enable the company to materially accelerate its pace of investment into key long-term value creation levers including a stronger value proposition for customers, a superior logistics and fulfilment infrastructure, new product and service innovations, and world-class talent practices. In addition, the offer affords shareholders an opportunity to realize a significant part of the envisaged long-term value creation immediately and upfront”, said Stefan Goetz, Partner, and Adrien Motte, Director, of Hellman & Friedman. 

Key terms of the offer 

H&F intends to offer zooplus shareholders EUR 390 per share in cash implying a diluted equity valuation of approx. EUR 3 billion. This represents a premium of 50 percent to the three-month volume-weighted average share price and a premium of 40 percent to the closing share price of August 12, 2021. Given zooplus’ strong share price development over the last 12 months, the offer price is also 34 percent above its all-time closing high. 

The offer thus provides zooplus’ shareholders an opportunity to realize a significant part of the expected long-term value creation immediately and upfront. It will be subject to a minimum acceptance threshold of 50 percent plus one share and customary closing conditions including merger control and foreign investment clearances. H&F will fund the offer entirely with equity and does not intend to enter into a domination and/or profit and loss transfer agreement with zooplus. 

The announcement of the offer is the result of a careful and structured review of strategic options conducted by the Management Board of zooplus together with the Supervisory Board. Against that background, both boards regard the transaction to be in the best interest of the company’s shareholders and stakeholders and welcome the Strategic Partnership as well as the voluntary public takeover offer. Subject to a careful review of the offer document, the Management Board and Supervisory Board intend to recommend shareholders to accept the offer. H&F has already signed irrevocable tender commitments for approximately 17 percent of zooplus’ share capital, including the Management Board Members with regard to their respective personal shareholdings and Maxburg Beteiligungen GmbH & Co. KG, a longstanding key investor in zooplus who is also represented on zooplus’ Supervisory Board. 

In case of a successful closing of the offer, H&F intends to delist zooplus sometime following the closing. The Management Board of zooplus fully acknowledges the advantages of operating as a private company to execute on its long-term strategy and therefore in principle supports H&F’s delisting intention. 

Fully seizing long-term growth opportunities arising from an inflection point in the European pet market 

As the leading online pet platform in all major European markets with a large and loyal customer base, zooplus is well positioned to benefit from a market driven by increasing pet ownership, humanization of pets, the premiumization of pet food and supplies, and a continued shift to online – a transformation, which is advancing at a fast pace, taking pet e-commerce to mainstream in the next years. In addition, rising customer needs and a changing competitive landscape will require major investments into customer experience as well as the development of innovative products and services in order to gain further market shares and maintain the competitive edge in the long-term. 

With H&F as a strategic and financial partner, and with a track record of delivering sustainable growth in companies from the internet & media and consumer & retail sectors, zooplus gains additional sector expertise, hands-on support, financial firepower, and a stable ownership structure to expand its competitive lead with a longterm focus. H&F is fully committed to enable investments required to achieve this objective and create long-term value. 

Partnership building on zooplus’ success story 

Both parties have signed an Investment Agreement with the clear commitment to create long-term value to the benefit of customers, partners, and employees. Both parties have agreed that the current Management Board of zooplus will continue to lead the company. The corporate headquarters in Munich as well as all other material locations shall be maintained.

Founded in 1984, Hellman & Friedman is one of the oldest and most experienced private equity investment firms operating today. H&F’s distinctive investment approach is focused on large-scale equity investments in high-quality growth businesses in developed markets, primarily in the U.S. and Europe, across growth-oriented sectors. H&F seeks to partner with world-class management teams where its deep sector expertise, long-term orientation and collaborative partnership approach enable companies to flourish. H&F has successfully partnered with companies including in the internet & media and consumer & retail sectors such as Action, Autoscout24, Axel Springer, DoubleClick, Grocery Outlet, ProSiebenSat.1, Scout24, SimpliSafe and Verisure. 

In accordance with the requirements of the German Securities Acquisition and Takeover Law, the offer document (once available) and other information relating to the public takeover offer will be made available by H&F, following approval by the German Federal Financial Supervisory Authority on the following website: www.hf-offer.de. 

After publication, the Management Board and Supervisory Board will carefully review the offer document in accordance with their legal obligations and submit a reasoned statement. 

Goldman Sachs is acting as financial advisor and GLNS Rechtsanwälte Steuerberater Partnerschaft mbB as legal advisor to zooplus. H&F is supported by J.P. Morgan as financial advisor and Freshfields Bruckhaus Deringer as legal advisor. Additional advice to H&F was provided by Goetz Partners. 

Live & replay link to Investor & Analyst Call: https://www.webcast-eqs.com/cometis20210809

Company profile: 

zooplus AG is the leading online pet platform in Europe measured by sales. Founded as a German start-up in 1999, the company's business model has been successfully launched internationally, dedicated to the mission of creating moments of happiness between pets and pet parents across now 30 European countries. With a large and relevant product offering in the pet food and pet care & accessories range, zooplus caters to more than 8 million pet parents across Europe of which more than 5 million made more than two orders in 2020. The product range includes renowned international brands, popular local brand names as well as high-quality, exclusive own brand lines for pet food, accessories, care products, toys and much else for dogs, cats, birds, hamsters, horses and many other furry and non-furry friends. In addition, zooplus customers benefit from exclusive loyalty programs, best value for money proposition, fast and reliable delivery as well as a seamless digital shopping experience, combined with a variety of interactive content and community offerings. Sales totalled more than EUR 1.8bn in the 2020 financial year, capturing roughly 7% of the around EUR 28bn to EUR 29bn (net) European pet supplies market, both offline and online combined. 

For further information about zooplus, please visit investors.zooplus.com or our international shop site at zooplus.com.

AKASOL AG: Request of the majority shareholder to execute a merger squeeze-out

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

Darmstadt, August 3, 2021 - Yesterday, the Management Board of AKASOL AG ("AKASOL"; ISIN DE000A2JNWZ9) received the formal request of ABBA BidCo AG with its registered office in Frankfurt am Main ("ABBA BidCo") pursuant to section 62 para. 1 and para. 5 sentence 1 UmwG in conjunction with sections 327a et seq. AktG, to execute the procedure for the transfer of the shares of the minority shareholders of AKASOL to ABBA BidCo in their capacity as majority shareholder in return for an adequate cash compensation in connection with a merger of AKASOL into ABBA BidCo by absorption (so-called "merger squeeze-out") and, for this purpose, to have the general meeting of AKASOL resolve on the transfer of the shares of the minority shareholders of AKASOL to ABBA BidCo within three months upon conclusion of the merger agreement. The merger agreement will contain a statement pursuant to § 62 para. 5 sentence 2 UmwG, according to which an exclusion of the minority shareholders of AKASOL as the transferring legal entity shall take place in connection with the merger. The amount of the adequate cash compensation that ABBA BidCo will grant to the remaining shareholders of AKASOL for the transfer of the shares will be communicated by ABBA BidCo at a later date.

According to its own information, ABBA BidCo holds 5,634,459 shares in AKASOL. This corresponds to a stake of approximately 92.94 percent of AKASOL's share capital. ABBA BidCo is therefore the main shareholder within the meaning of § 62 para. 1 and para. 5 sentence 1 UmwG.

The effectiveness of the merger squeeze-out is still subject to the approving resolution of the general meeting of AKASOL and the registration of the transfer resolution and the merger in the commercial register of the registered office of AKASOL respectively ABBA BidCo.

AKASOL will put the requested transfer resolution on the agenda of the next extraordinary general meeting.

SOF-11 Klimt CAI S.a.r.l. ("BidCo"), a controlled affiliate of Starwood Capital Group, announces the final result of the Public Takeover Offer for CA Immobilien Anlagen AG ("CA Immo")

Vienna/Luxembourg, 16 July 2021 – On Monday, 22 February 2021, BidCo published the offer document for an anticipated mandatory takeover offer for all CA Immo shares and convertible bonds that are not held by either BidCo or CA Immo ("Offer"). During the acceptance period, which ended on 9 April 2021, 2,413,980 CA Immo shares and 811 CA Immo convertible bonds with an aggregate nominal value of EUR 81,100,000 were tendered into the Offer. 

On 14 July 2021, the statutory additional acceptance period ended, during which a further 25,730,695 CA Immo shares were tendered into the Offer. Following the settlement of these additional share acquisitions, BidCo will hold 59,176,155 CA Immo shares, which is equivalent to approximately 58.8% of CA Immo’s outstanding voting rights. 

Barry Sternlicht, Chairman and CEO of Starwood Capital Group, said: “This transaction reflects our continued confidence in the fundamentals of key German, Austrian, and Central European office markets and we are delighted to become the majority owners of a business we have been supporting as core shareholders for the last three years. We look forward to continuing to work with CA Immo’s Supervisory Board and management team with a view towards implementing the company’s long-term strategic goals.” 

The Offer will be settled in accordance with section 5 of the offer document. The share offer price of EUR 37.00 per CA Immo share, as well as any top-up payments due to the holders of CA Immo securities who accepted the Offer during the acceptance period, will be paid no later than 28 July 2021 via security holders’ respective custodian banks. 

About Starwood Capital Group 

Starwood Capital Group is a private investment firm with a core focus on global real estate, energy infrastructure and oil & gas. The Firm and its affiliates maintain 16 offices in seven countries around the world, and currently have approximately 4,100 employees. Since its inception in 1991, Starwood Capital Group has raised nearly $55 billion of equity capital, and currently has in excess of $70 billion of assets under management. The Firm has invested in virtually every category of real estate on a global basis, opportunistically shifting asset classes, geographies and positions in the capital stack as it perceives risk/reward dynamics to be evolving. Over the past 29 years, Starwood Capital Group and its affiliates have successfully executed an investment strategy that involves building enterprises in both the private and public markets. Additional information can be found at starwoodcapital.com. 

Goldman Sachs International and Morgan Stanley & Co. International plc are acting as financial advisors to the bidder. Schoenherr Rechtsanwälte GmbH is the bidder's Austrian legal advisor, representative and authorized recipient vis-à-vis the Austrian Takeover Commission (Übernahmekommission).

Schneider Electric Investment AG submits request for transfer of the shares of the minority shareholders of RIB Software SE (squeeze out under stock corporation law)

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

Stuttgart, Germany, 5 July 2021. Today Schneider Electric Investment AG, Düsseldorf, submitted the formal request pursuant to Section 327a para. 1 sentence 1 of the German Stock Corporation Act (AktG) to RIB Software SE that the General Meeting of RIB Software SE shall resolve to transfer the shares of the remaining shareholders (minority shareholders) to Schneider Electric Investment AG for an appropriate cash compensation (so-called squeeze out under stock corporation law).

Schneider Electric Investment AG holds approximately 96.41% of the registered share capital of RIB Software SE and is therefore its main shareholder within the meaning of section 327a para. 1 sentence 1 AktG. The resolution on the transfer shall be passed at an extraordinary General Meeting of RIB Software SE which is supposed to take place in the fourth quarter of 2021. The amount of the appropriate cash compensation that Schneider Electric Investment AG, as the main shareholder, will pay to the minority shareholders of RIB Software SE for the transfer of the shares has not yet been determined.

Vonovia SE: Vonovia launches public takeover offer for Deutsche Wohnen shares

Press Release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION.

- Deutsche Wohnen shareholders can tender their shares from today up to 21 July 2021 (24:00 CEST) 

- As previously announced, Vonovia is offering Deutsche Wohnen shareholders a cash payment of € 52 per Deutsche Wohnen share 

Bochum, 23 June 2021 – Further to the announcement of 24 May 2021, Vonovia SE (“Vonovia”) today declared the launch of its voluntary public takeover offer for all shares in Deutsche Wohnen SE (“Deutsche Wohnen”). As described in the Offer Document published today, Vonovia is offering € 52 in cash for each Deutsche Wohnen share. The detailed terms and conditions of the offer and the closing conditions can be found in the Offer Document. 

The offer period begins today and is expected to end on 21 July 2021 at 24:00 CEST. During this period, Deutsche Wohnen shareholders have the opportunity to accept the offer and tender their shares. For Deutsche Wohnen shareholders, Vonovia’s offer represents a premium of 15.6% on the closing price of Deutsche Wohnen on 21 May 2021, the last day of trading before the offer was announced on 24 May 2021, and of 22.4% based on the volume-weighted average price of Deutsche Wohnen shares over the last three months up to 21 May 2021. 

The Management Board and Supervisory Board of Deutsche Wohnen will support the combination of the two companies – subject to a thorough review of the Offer Document. The members of theManagement Board and Supervisory Board who hold Deutsche Wohnen shares have stated their intention to accept the takeover offer for all their shares. The two companies already reached agreement on the key terms of the combination on 24 May 2021. 

For Vonovia’s shareholders, the joint management of the complementary regional portfolios will bring synergies and cost savings of approximately € 105 million per year. These cost savings are expected to be fully realised by the end of 2024 and do not yet include benefits from joint financing. 

With this transaction, Vonovia is abiding by its strict criteria. The Deutsche Wohnen portfolio is a sound strategic addition to Vonovia’s portfolio; the business combination is rental EBITDA yield and NTA per share accretive; the credit rating will remain extremely strong following the acquisition. The rating agency S&P has confirmed Vonovia’s current rating of BBB+ and Moody’s has initiated coverage with a rating of A3. 

The publication of the Offer Document has been authorised by the German Federal Financial Supervisory Authority (BaFin); it is now available at https://de.vonovia-st.de/. Along with the German version of the Offer Document, a non-binding English version of the Offer Document is also available at this web address.

Vonovia SE: Business Combination Agreement; Offer for all outstanding shares in Deutsche Wohnen SE

Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION 

Bochum, 24 May 2021 – Today, Vonovia SE entered into an agreement with Deutsche Wohnen SE on the combination of both businesses by way of a public takeover offer to all shareholders of Deutsche Wohnen. 

The management board of Vonovia SE has decided, with the approval of its supervisory board, that Vonovia SE will offer to the shareholders of Deutsche Wohnen SE by way of a voluntary takeover offer (cash offer) to acquire their no-par value bearer shares in Deutsche Wohnen SE representing a pro rata amount of Deutsche Wohnen SE’s registered share capital of EUR 1.00 per share (ISIN: DE000A0HN5C6). 

As consideration for Deutsche Wohnen SE shares tendered to Vonovia SE, Vonovia SE intends to, subject to the final determination of the statutory minimum prices and the final determinations in the offer document, offer for each Deutsche Wohnen SE share a cash consideration of EUR 52. Together with the dividend of Deutsche Wohnen SE for the financial year 2020 which has been proposed to the annual general meeting convened for 1 June 2021 and which is expected to be EUR 1.,03 per share, the offer corresponds to a value per share in Deutsche Wohnen SE of EUR 53.03. 

Based on the offer consideration the equity of Deutsche Wohnen SE is valued at approx. EUR 18bn. This corresponds to a premium of approx. 18% on the closing price of shares in Deutsche Wohnen SE on the last trading day (21 May 2021) and a premium of approx. 25% on their weighted average price during the last three months until 21 May 2021.

The consummation of the transaction is expected for end of August 2021 and will be subject to certain closing conditions. These will likely include, in particular, receipt of the required antitrust clearances, achieving a minimum acceptance of more than 50% in Deutsche Wohnen SE, absence of certain actions on the side of Deutsche Wohnen SE and non-occurrence of certain material adverse events. 

Furthermore, the offer will be made subject to additional terms and conditions to be set out in the yet to be published offer document and Vonovia SE further reserves the right, to the extent legally permissible, to modify the final terms and conditions of the offer and to deviate from the above key parameters, including by providing for additional conditions. The offer document and further announcements relating to the offer will be published on the internet at https://en.vonovia-st.de. The exact deadline for the acceptance of the offer will be published on the same website. Vonovia SE currently intends to publish the offer document end of June 2021. 

Cost savings of EUR 105 million per year are expected from the joint management and the regionally complementary portfolios. These are expected to result primarily from the joint operational management of the portfolio, the intensified implementation of Vonovia's value creation strategy in the Deutsche Wohnen portfolio as well, falling costs due to the provision of additional services by Vonovia's own craftsmen's organisation, and from joint purchasing and further standardisation in modernisation and maintenance. This does not yet include cost savings from joint financing. The full realisation of all potential cost savings is expected by the end of 2024. 

In the Business Combination Agreement, Deutsche Wohnen SE agreed to support the offer, subject to the statutory duties of the board members. 

The parties aim for Michael Zahn (CEO of Deutsche Wohnen SE) and Philip Grosse (CFO of Deutsche Wohnen SE) to be appointed to the management board of Vonovia SE following the success of the combination. 

As part of their planned combination, Vonovia SE and Deutsche Wohnen SE are offering the State of Berlin to acquire a significant number of residential units from the stock of the two companies. 

The financing of the takeover offer is secured by an acquisition financing of around EUR 22 billion. Vonovia is planning a rights issue of up to EUR 8 billion, which is expected to take place in the second half of 2021 following the completion of the transaction. 

It is expected that the rating agency S&P will confirm Vonovia’s current rating of BBB+. It is expected that Moody’s will initiate with a rating of A3.

ams AG: ams OSRAM announces successful delisting offer and forthcoming delisting of OSRAM shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

- Delisting offer acceptance period ended on 18 June 2021 at 24:00 CEST

- 6,935,319 OSRAM shares have been tendered into the Delisting Offer

- ams shareholding in OSRAM increased to 80.3% (including shares purchased in parallel)

- Delisting of OSRAM shares from Frankfurt Stock Exchange expected for 30 June 2021

- Settlement of Delisting Offer expected for 30 June 2021

Premstätten, Austria (23 June 2021) -- ams OSRAM (SIX: AMS), a global leader in optical solutions, announces the results of the public delisting offer (“Delisting Offer”) in the context of the forthcoming delisting of OSRAM Licht AG (“OSRAM”) following the end of the four week acceptance period of the Delisting Offer on 18 June 2021 at 24:00 CEST.

At the end of the acceptance period, 6,935,319 OSRAM shares had been tendered into the Delisting Offer. This corresponds to approximately 7.2% of shares in OSRAM. Including the OSRAM shares purchased in parallel to the Delisting Offer, ams' shareholding in OSRAM has increased to 80.3%.

OSRAM’s listing on the Frankfurt Stock Exchange is expected to be terminated as of 30 June 2021 and the listing on the Munich Stock Exchange will be terminated as of 30 September 2021. The settlement of the Delisting Offer is expected for 30 June 2021.

“We have achieved our objective for the Delisting Offer which was to streamline the corporate structure, and we have also added meaningfully to our shareholding in OSRAM,” said Alexander Everke, CEO of ams OSRAM. “We are excited about the future prospects of ams OSRAM and look forward to continuing our successful integration to deliver on our strategic vision to create the uncontested leader in optical solutions.”

ISRA and Atlas Copco conclude strategic partnership: Squeeze out completed

Darmstadt, May 18, 2021: ISRA VISION AG (ISIN: DE 0005488100), one of the world's top companies for industrial image processing (Machine Vision) as well as a global leader for the surface inspection of web materials and 3D machine vision applications will merge with Atlas Copco Germany Holding AG with today's entry of the merger squeeze-out in the Commercial Register and the transfer of the shares of the remaining shareholders (minority shareholders) of ISRA VISION AG.

ISRA entered into a strategic partnership with the Swedish industrial group, Atlas Copco, in 2020. Atlas Copco's public offer to acquire all ISRA shares was initiated on February 10, 2020, and carried out on June 24, 2020. In addition, the Annual General Meeting of ISRA VISION AG resolved to exclude the remaining minority shareholders on December 15, 2020. This will end the stock exchange listing of ISRA VISION AG, which was last listed as a member of the SDAX and TecDAX.

Hosting the headquarters of the independent Machine Vision Solutions Division in Atlas Copco's Industrial Technique business unit, the company continues to operate under the name ISRA VISION AG with the same members of the Executive Board and Supervisory Board. For the employees, who were legally transferred to the parent company in the course of the merger, this strategic partnership offers a long-term perspective. Customers and business partners in particular will benefit from the stronger global presence of the Group. Cooperation with other Atlas Copco companies will be intensified in the future, with ISRA being an important pillar for the future strategy in the area of smart automation and digitalization.

Company profile

ISRA VISION AG, together with its subsidiaries, is worldwide leading in surface inspection of web materials. Furthermore, it is one of the globally leading providers of machine vision programs, specialising in the area of 3D machine vision, in particular for "3D robot vision".

The core competence of the Company is the ISRA-BrainWARE(R), an innovative software for intelligent machine vision systems. Here, the scientific know-how from the fields of optics, lighting technology, surveying technology, physics, image processing and classification algorithms and a complex system design are combined. Machine vision is a key technology for visualising systems that imitate the human eye. Today's ISRA applications focus primarily on the automation of production and quality assurance of goods and products supplied to large, future-oriented markets such as energy, healthcare, food, mobility and information. The customers mainly include renowned global players from the respective sectors. With more than 25 locations worldwide, ISRA offers customer proximity everywhere and ensures optimum service and support.

Further information is available at www.isravision.com.