Takeover offer for HHLA: MSC reaches final acceptance rate of 9.74 percent

Corporate News

- MSC reaches final acceptance rate of 9.74% for takeover offer of HHLA.

- MSC has purchased an additional 12.21% of HHLA shares on the stock market.

- The joint venture partners now hold 92.30% of HHLA's share capital.

Hamburg, 12. December 2023

Port of Hamburg Beteiligungsgesellschaft SE, a wholly owned subsidiary of MSC Mediterranean Shipping Company S.A. (“MSC”), today announced the final result of its voluntary public takeover offer to the shareholders of Hamburger Hafen und Logistik Aktiengesellschaft (“HHLA”): At the expiry of the acceptance period, which was extended until 7 December 2023 at 24:00 hrs (CET), the takeover offer had been accepted by shareholders holding 7,325,366 Class A shares. This corresponds to 9.74 percent of the share capital. In addition, MSC has purchased 12.21 percent of the HHLA shares on the open stock market. Together with the Class A and S shares held by the City of Hamburg, the joint venture partners now hold 92.30 percent of HHLA's share capital.

The offer was not subject to a minimum acceptance threshold. In their joint Reasoned Statement of 6 November 2023, the Executive Board and Supervisory Board of HHLA recommended to the shareholders to accept the offer.

Angela Titzrath, Chief Executive Officer of HHLA: “Now that the acceptance period for the shareholders has expired, the Executive Board focuses on finalising the business combination agreement between the City of Hamburg, MSC and HHLA. In close cooperation with the Supervisory Board, we have already been able to set important milestones for HHLA's future development in a preliminary framework agreement and achieve commitments for investments, our employees and customers. We are confident that we will be able to work out the remaining points in the coming weeks.”

For background information: As announced, the Executive Board and Supervisory Board had signed a binding preliminary framework agreement for a business combination agreement with MSC and the City of Hamburg at the beginning of November and agreed to address outstanding issues in the coming weeks. With regard to the implications of the offer for the company, its stakeholders and in particular for strategy and governance aspects, a common understanding was reached on key areas to secure HHLA and its business model in the long term. In addition to the assessment of the offer price as adequate, it was the basis for the positive assessment of the takeover offer by the Executive Board and Supervisory Board.

Closing of the transaction remains subject to certain regulatory approvals that are set out in the offer document as well as the approval by the Parliament of the Free and Hanseatic City of Hamburg. Subject to the fulfilment of these conditions, closing of the transaction is currently expected to take place in the second quarter of 2024.

You can find more information at: https://hhla.de/en/investment-msc

Aareal Bank AG shares to be delisted from the Frankfurt Stock Exchange, effective upon the end of 21 November 2023

Wiesbaden,17 November 2023 – The Frankfurt Stock Exchange has informed Aareal Bank AG ("Aareal Bank") that its application for revocation of admission to trading has been granted. As a result, Aareal Bank shares (ISIN: DE000A37FT90) will no longer be traded on the Regulated Market of the Frankfurt Stock Exchange after the end of 21 November 2023.

Marc Hess, Chief Financial Officer of Aareal Bank, said: “Notwithstanding our withdrawal from the regulated stock exchange market, we will continue to communicate transparently and maintain high disclosure standards – especially with a view to what our fixed-income investors expect from us.”

SYNLAB AG publishes Joint Reasoned Statement on public acquisition offer by Cinven

- Management Board and Supervisory Board of SYNLAB AG published their Joint Reasoned Statement, in which they make a neutral statement. The Boards abstain from a recommendation to the SYNLAB Shareholders whether to accept or decline the Offer.

- The Management Board and the Supervisory Board concluded that the offer price of €10.00 per SYNLAB share does not reflect the long-term value of the Company. However, the offer price gives short-term oriented or risk-averse shareholders the possibility of a secure and timely value realisation.

- The Boards rate positively Cinven’s commitment to further strengthen the SYNLAB business strategy, which is aimed at customer centric medical excellence leading to a sustainable and profitable growth trajectory.

- All members of the Management and Supervisory Boards have declared to tender all SYNLAB shares they may hold; Dr Bartholomäus Wimmer will sell 60% of his shares in the Offer and re-invest the remaining shares.

SYNLAB AG (“SYNLAB” or the “Company”, FSE: SYAB), the leader in medical diagnostic services and specialty testing in Europe, announces that pursuant to the German Securities Acquisition and Takeover Act (WpÜG), the Management Board and Supervisory Board of SYNLAB AG today issued their Joint Reasoned Statement on the public acquisition offer (the “Offer”) by Ephios Luxembourg S.à r.l. (the “Investor”), an entity controlled by funds managed and/or advised by Cinven.

Based on a careful assessment of the Offer, the Management Board and the Supervisory Board conclude that they are unable to recommend that SYNLAB Shareholders accept or decline the Offer which is why they abstain from a recommendation by giving a neutral statement.

After conducting a careful and comprehensive analysis of the financial appropriateness of the offered consideration for the SYNLAB shares, theManagement Board and Supervisory Board share the opinion that the offer price of €10.00 per SYNLAB share is inadequate for SYNLAB shareholders from a financial point of view and does not reflect the long-term value of the SYNLAB AG appropriately. However, it provides a potentially attractive exit opportunity for risk-averse or short-term oriented investors in the current market environment. Moreover, the offer price gives the shareholders the possibility of a secure and timely value realisation subject to very limited offer conditions.

The Boards commissioned financial advisors to provide an opinion on the adequacy of the offer price. The opinion of Lazard Frères SAS (advising the Management Board) and ParkView Partner GmbH (advising the Supervisory Board) were reviewed by each Board separately and both support the assessment of the Boards that the offer price is not adequate from a financial point of view.

Due to potential conflicts of interest and for efficiency reasons, the Supervisory Board established a Takeover Committee, consisting of the independent Supervisory Board members and authorised the Takeover Committee to support the Management Board and to prepare a Reasoned Statement for the Supervisory Board.

Cinven fully supports the current business and transformation strategy of SYNLAB

The Management Board and the Supervisory Board view Cinven as an experienced and long-standing shareholder of and partner for SYNLAB, which is well-equipped to support the Management Board in driving operating efficiencies in a sustainable way. The Management Board and Supervisory Board rate the fact positively that Cinven intends to support the Company´s business strategy and significantly strengthen the position of the SYNLAB Group in the prevailing market and to consolidate its position as leader of medical diagnostic services and specialty testing in Europe. Cinven’s confirmation of the SYNLAB long-term strategy thus underlines the fundamentally good positioning and proper strategic orientation of SYNLAB. Regarding the prospects of SYNLAB AG after a successful transaction, the Management Board and Supervisory Board are, in principle, comfortable with the investment, future cooperation and the commitment of Cinven.

Cinven’s Offer follows a period of thorough assessment during which the Management Board has performed its fiduciary duties with the help of the investment bank Lazard and held constructive talks with Cinven and other interested parties after Cinven approached the Management Board in March this year. In the course of these discussions, Cinven’s proposal emerged as the most attractive in the current environment.

Mathieu Floreani, CEO of SYNLAB AG commented: “After our thorough evaluation of the Offer, we can confirm our initial assessment that while the offer price is inadequate from a financial point of view, we appreciate the commitment of Cinven to backing our long-term strategy as a long-standing investor and partner. We intend to continue implementing this strategy and further strengthen our position as a leader in medical diagnostics and specialty testing.”

Chairman of the Supervisory Board Prof. Dr David Ebsworth commented: “The offer price does not reflect the long-term value of the Company. However, it gives shareholders the possibility of a secure and timely value realisation. Based on the investment agreement we concluded with Cinven, we are confident that we can stay on course and will be able to continue delivering customer-centric medical excellence leading to a sustainable and profitable growth trajectory.”

Management and Supervisory Board emphasise shareholder autonomy in decision-making

Based on their thorough evaluation, the Management Board and Supervisory Board conclude that each SYNLAB Shareholder has to decide for him- or herself whether or not to accept the Offer and for how many SYNLAB shares.

All members of the Management Board have signed irrevocable undertakings to sell their shares in the Offer. Further, the members of the Supervisory Board have declared that they will tender all SYNLAB Shares they currently may hold or indirectly control. The member of the Supervisory Board Dr Bartholomäus Wimmer has also signed an irrevocable undertaking to sell 60% of his shares in the Offer and to re-invest the remaining shares.

The period for acceptance of the Offer started upon the publication of the Offer Document on 23 October 2023, and ends on 20 November 2023, 24:00 hrs (CET).

The Joint Reasoned Statement of the Management Board and the Supervisory Board is published on the website of SYNLAB AG pursuant to section 27 WpÜG (non-binding English translation; the binding German version is also available on the website).

Please note that only the Reasoned Statement of the Management Board and the Supervisory Board is authoritative. The information in this press release does not constitute an explanation of or supplement to the contents of the Reasoned Statement and may not contain all information that could be relevant for shareholders of SYNLAB AG. Shareholders of SYNLAB AG should therefore carefully read the entire Reasoned Statement of the Management Board and the Supervisory Board.

Spark Networks SE: StaRUG Proceeding

On October 9, 2023, Spark Networks SE filed a notification of restructuring and a restructuring plan (the “Restructuring Plan”) in the Local Court Charlottenburg, Berlin, Germany – Restructuring Court (the “German Court”) pursuant to the Act on the Stabilization and Restructuring Framework for Companies (Gesetz über den Stabilisierungs- und Restrukturierungsrahmen für Unternehmen, StaRUG) (“StaRUG”) and initiated a restructuring proceeding (the “StaRUG Proceeding”). 

https://cases.ra.kroll.com/sparknetworks/Home-Index

Tion Renewables AG: Hopper BidCo GmbH requests squeeze-out of minority shareholders of Tion Renewables AG (squeeze-out)

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

Grünwald, October 24, 2023. Hopper BidCo GmbH, an acquisition company which is indirectly held by EQT Active Core Infrastructure SCSp, informed Tion Renewables AG today that it has acquired more than 95% of the shares in Tion Renewables AG.

Furthermore, Hopper BidCo GmbH submitted a letter to Tion Renewables AG today requesting that the general meeting of Tion Renewables AG shall pass a resolution on the transfer of the shares held by the remaining shareholders of Tion Renewables AG to Hopper BidCo GmbH in return for an appropriate cash compensation (squeeze out).

The amount of the cash compensation is yet to be determined; it will be communicated by Hopper BidCo GmbH once the necessary valuation of Tion Renewables AG has been completed. Thereafter, in accordance with statutory provisions, Tion Renewables AG will decide upon convening an extraordinary general meeting to resolve upon the squeeze out.

Grünwald, October 24, 2023

Tion Renewables AG
The Management Board

Adler Group S.A.: Successful squeeze-out at ADLER Real Estate AG

Corporate News

- Resolution to transfer the shares entered in the commercial register

- Minority shareholders of ADLER Real Estate AG to receive EUR 8.76 per share

- Delisting of ADLER Real Estate AG expected

Luxembourg/Berlin, 19 October 2023 - The competent local court in Berlin entered the resolution on the transfer of the shares of the remaining minority shareholders of ADLER Real Estate AG to Adler Group S.A. ("Adler Group") as the majority shareholder in the commercial register. The corresponding resolution of the Annual General Meeting of ADLER Real Estate AG of 28 April 2023 has thus become effective. The entry was made possible after the competent Superior Court in Berlin determined in a release procedure („Freigabeverfahren”) that the pending actions for avoidance do not prevent the entry.

The minority shareholders are entitled to an appropriate cash compensation for the transfer of their shares, which was set at EUR 8.76 per share of ADLER Real Estate AG which was resolved upon by the Annual General Meeting. The cash compensation will be paid out promptly in exchange for the shares being derecognised. Quirin Privatbank AG, Berlin, has assumed the guarantee for this.

Adler Group expects the revocation of the admission of the shares of ADLER Real Estate AG to trading on the regulated market of the Frankfurt Stock Exchange to take place promptly. This is a further step in the simplification of the Adler Group's corporate structure announced in spring 2022.

__________

note of the editor:

The adequacy of the cash compensation, offered to the mindority shareholders (well below the NAV), will be reviewed in an appraisal proceeding. More information: kanzlei@anlageanwalt.de

Merger-related squeeze-out at Kabel Deutschland Holding AG: Merger registered - appropriateness of cash settlement to be reviewed

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

The merger of Kabel Deutschland Holding AG was entered in the Commercial Register (Munich Local Court) on October 11, 2023:

"In connection with the merger of the Company as the transferring legal entity with Vodafone Vierte Verwaltungs AG with its registered office in Düsseldorf (Düsseldorf Local Court HRB 70886) as the acquiring legal entity on the basis of the merger agreement dated July 24, 2023, the General Meeting of Shareholders resolved to transfer the shares of the remaining shareholders to the principal shareholder, Vodafone Vierte Verwaltungs AG with its registered office in Düsseldorf (Düsseldorf Local Court HRB 70886), in return for cash compensation. The resolution shall only become effective upon entry of the merger in the register of the registered office of the acquiring legal entity.

The Company, as the transferring legal entity, has merged with Vodafone Vierte Verwaltungs AG with its registered office in Düsseldorf (Düsseldorf Local Court HRB 70886) on the basis of the merger agreement dated July 24, 2023. The merger shall only become effective upon entry of the merger in the commercial register of the acquiring legal entity." 

The merger has now also been entered in the commercial register of Vodafone Vierte Verwaltungs AG on October 16, 2023, so that the squeeze-out under merger law has become effective. From the commercial register excerpt of the Düsseldorf Local Court:

"The Company, as the acquiring legal entity, has merged with Kabel Deutschland Holding AG with its registered office in Unterföhring (Munich Local Court HRB 184452) in accordance with the merger agreement dated July 24, 2023."

The appropriateness of the cash compensation offered to the Kabel Deutschland minority shareholders will be reviewed by the Munich Regional Courts in an appraisal proceeding.

Software AG: Silver Lake successfully completes voluntary public tender offer of Software AG

Darmstadt, Germany – September 28, 2023: Silver Lake has successfully completed its voluntary public tender offer of Software AG. After the fulfilment of all closing conditions, Mosel Bidco SE, a holding company controlled by funds managed or advised by Silver Lake, announced today the settlement of the tender offer. Software AG shareholders will now receive the offer price of EUR 32.00 in return for each tendered share of Software AG.

On September 15, 2023, Silver Lake had obtained the last outstanding merger control clearance and therefore the final closing condition of the tender offer was fulfilled. Based on the acceptance rate of the tender offer plus the total number of Software AG shares held by Silver Lake (including shares for which Silver Lake has entered into agreements to acquire such shares), Silver Lake has secured 85.1 percent of the share capital and voting rights of Software AG.

Software AG can now implement its deepened strategic partnership with Silver Lake to accelerate the execution of the company's strategy.

About Software AG

Software AG simplifies the connected world. Founded in 1969, it helps deliver the experiences that employees, partners and customers now expect. Its technology creates the digital backbone that integrates applications, devices, data and clouds; empowers streamlined processes; and connects "things" like sensors, devices and machines. It helps 10,000+ organizations to become a truly connected enterprise and make smarter decisions, faster. The Company has about 5,000 employees across more than 70 countries and annual Group revenue of more than €950 million.

Heliad AG: Registration of merger and renaming of FinLab AG to Heliad AG completed

Corporate News

Highlights following the merger: 

- Increase in Net Asset Value (NAV) to c. EUR 150 million. 

- Investments in some of the most promising German start-ups, including Enpal B.V.
and Raisin GmbH with a cumulative NAV of c. EUR 45 million.

- More than EUR 70 million NAV in other non-publicly listed investments.

- Share of c. 4.7% in the publicly listed flatexDEGIRO AG. 

- No management and performance fees; Net expense ratio to NAV of less than 2%. 

- Increase in free float to c. 40% and improved corporate governance.

Frankfurt am Main, October 13, 2023 – Heliad AG (formerly FinLab AG) is pleased to announce today that the merger of Heliad Equity Partners GmbH & Co. KGaA into Heliad AG (formerly FinLab AG) has been successfully registered in the commercial register and has thus become effective. Following the registration of the merger, the planned renaming of the merged company to Heliad AG also became effective.

The operational merger of the two companies can thus be completed in the short term. The shares of the "new" Heliad AG will continue to be listed on the Frankfurt Stock Exchange (open market / MTF) under the stock ticker A7A and ISIN DE0001218063.

The merger offers considerable advantages for shareholders. On the one hand, the critical mass increases to c. EUR 150 million net asset value, this includes stakes in some of the most promising German start-ups - in particular Enpal and Raisin, which together represent a Net Asset Value of more than EUR 45 million. Both companies were able to close significant financing rounds despite a difficult market environment and benefit from growth trends in renewable energy and an adjusted interest rate environment.

Other non-publicly listed companies in the portfolio represent more than EUR 70 million NAV and benefit from strong technology trends. Furthermore, a 4.7% stake in the publicly listed company flatexDEGIRO AG is also included in the portfolio.

Moreover, the merger strengthens governance and transparency for shareholders and increases the free float to c. 40%.

Recurring income from third-party mandates currently amounts to EUR 0.5-1 million. The optimized cost structure after the merger therefore results in a net expense ratio significantly below 2% of the current NAV. Additional fees in the form of management and performance fees do not apply.

Upcoming measures for shareholders

In order to execute the exchange of shares in Heliad Equity Partners GmbH & Co. KGaA into shares in Heliad AG (formerly FinLab AG), pursuant to the German Transformation Act and the provisions of the merger agreement, Heliad Equity Partners GmbH & Co. KGaA has appointed Berenberg Bank (Joh. Berenberg, Gossler & Co. KG) as trustee.

The existing shareholders of Heliad Equity Partners GmbH & Co. KGaA shall receive, in accordance with the provisions of the merger agreement, 5 (five) shares in Heliad AG (formerly FinLab AG) for every 12 (twelve) shares in Heliad Equity Partners GmbH & Co. KGaA. The exchange is executed by granting the existing shareholders partial rights to new shares in Heliad AG (formerly FinLab AG) in accordance with the exchange ratio. Each partial right corresponds to 5/12 of a full right to be exchanged into a whole share in Heliad AG (formerly FinLab AG).

The conversion into the partial rights of Heliad AG (formerly FinLab AG) will be carried out directly by Clearstream Bank AG. This conversion shall take place without the involvement of the custodian banks. Based on the holdings on the "record date" October 20, 2023,  in the evening, in the shares ISIN DE000A0L1NN5, the corresponding partial rights (ISIN DE000A37FTU4) to be exchanged into the new shares of Heliad AG (formerly FinLab AG) will be credited to the custodian banks on the "payment date" October 20, 2023 in the specified ratio and the holdings of the previous shares in Heliad Equity Partners GmbH & Co. KGaA (ISIN DE000A0L1NN5) will be derecognized at the same time. 

The partial rights to which each depository customer is entitled will be merged into full rights and then exchanged for new shares in Heliad AG (formerly FinLab AG) (ISIN DE0001218063). This exchange process is expected to be conducted between October 23, 2023 and the beginning of November. At the end of the exchange process, some partial rights per depository customer might have not been able to be combined into full rights und consequently could not be converted into new shares. Ultimately, those remaining partial rights will be combined into full rights, the resulting shares of Heliad AG (formerly FinLab AG) are sold on the market and the proceeds are credited to the respective depository customer in accordance with the number of his partial rights.

About Heliad AG

Heliad invests in market leading, fast-growing technology companies with the target of initiating the next phase of growth. As a publicly listed company and through its strong team and strategic partners, Heliad can support companies pre-, at-, and post-IPO and act as a gateway to public equity capital markets. An evergreen structure allows Heliad to act independently of usual fund lifecycles and provides shareholders with unique access to pre-IPO market returns without any restrictions or limitations in terms of investment size and term commitment.

Appraisal proceedings regarding the control and profit and loss transfer agreement with Studio Babelsberg AG: Appointment of a joint representative

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

Several minority shareholders have applied to the Potsdam Regional Court for a judicial review of the cash compensation offered and the annual compensation payment with regard to the domination and profit and loss transfer agreement with Studio Babelsberg AG as the controlled company, which was approved at the Extraordinary General Meeting on March 31, 2023. The Potsdam Regional Court has announced that it will combine the motions received for a joint hearing and decision.

By order of September 13, 2023, the Potsdam Regional Court - 1st Chamber for Commercial Matters - appointed Dr. Peter Dreier, Düsseldorf, attorney-at-law, as joint representative of the minority shareholders not filing an application. The defendant, a subsidiary of TPG Real Estate Partners (which also owns Cinespace Studios), was ordered by the court to comment on the motions within two months.

The 1st Commercial Division also announced that it would first await the preliminary decision on two actions for annulment and rescission still pending before the 2nd Commercial Division and suspend the award proceedings until then in accordance with § 21 FamFG.

Potsdam Regional Court, Case No. 51 O 63/23 et al.
Arendts, F. et al. ./. Kino BidCo GmbH
joint representative: RA Dr. Peter Dreier, 40213 Düsseldorf, Germany

Appraisal proceedings regarding the control and profit and loss transfer agreement with Vantage Towers AG

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

Several minority shareholders have applied to the Düsseldorf Regional Court for a judicial review of the adequacy of the cash compensation and annual settlement offered under the domination and profit and loss transfer agreement.

The majority shareholder Oak Holdings GmbH has offered a cash compensation of EUR 28.24 per Vantage Towers share and a annual compensation payment of EUR 1.63 gross per share less an amount for corporate income tax and the solidarity surcharge in accordance with the tax rate applicable to these taxes for the respective financial year (currently therefore EUR 1.52 net). The compensation offered is thus significantly lower than the most recent share prices (currently only on the open market of the Hamburg Stock Exchange).

A procedural connection and the appointment of the joint representative have not yet been made.

Düsseldorf Regional Court, Case No. 31 O 14/23 [AktE] et al.

Aareal Bank AG: Conclusion of Delisting Agreement with Atlantic BidCo GmbH / Delisting offer announced by Atlantic BidCo GmbH at EUR 33.20 per share

Public disclosure of inside information in accordance with Article 17 of Regulation 596/2014 (EU)

20.09.2023 / 17:40 CET/CEST - Aareal Bank AG ("Aareal" or the "Company") has today entered into a Delisting Agreement with its main shareholder Atlantic BidCo GmbH, which already holds just under 90% of the shares in the Company.

Aareal Bank AG ("Aareal" or the "Company") has today entered into a Delisting Agreement with its main shareholder Atlantic BidCo GmbH, which already holds just under 90% of the shares in the Company. Based on this agreement, the filing of an application for the revocation of the admission of the Aareal shares to trading on the regulated market (so-called delisting) shall take place.

In accordance with the provisions of the Delisting Agreement, Atlantic BidCo GmbH will today publish its decision to make a public delisting offer against a cash consideration to the shareholders of Aareal to acquire all shares in Aareal not already directly held by the Bidder against payment of a cash consideration in the amount of EUR 33.20 per Aareal share. This amount is, subject to the determination by the German Federal Financial Supervisory Authority ("BaFin") and the final determination in the Offer Document, slightly above the minimum price estimated pursuant to sec. 39 of the German Stock Exchange Act (Börsengesetz).

The Management Board and the Supervisory Board of the Company, both of which have approved the conclusion of the Delisting Agreement, support the announced delisting offer by Atlantic BidCo GmbH. Subject to the review of the public delisting offer document and the fulfilment of their legal obligations, the Management Board and the Supervisory Board of the Company intend to recommend to the shareholders of the Company to accept the offer in their joint reasoned statement to be published pursuant to section 27 of the German Securities Acquisition and Takeover Act (“WpÜG”).

The Delisting Agreement also contains provisions regarding the financing support for the Aareal Bank AG in accordance with the investment agreement already concluded in the takeover procedure (2022) and thus also for the time after the revocation of the listing on the stock exchange.

After the revocation of the stock exchange listing becomes effective, the shares of Aareal will no longer be admitted to trading or be traded on a domestic regulated market or on a comparable foreign market.

Settlement of the improvement payment for the squeeze-out at Schmalbach-Lubeca Aktiengesellschaft

convenience translation

ISIN DE0007192304 / WKN 719230

By resolution of the Annual Stockholders' Meeting of Schmalbach-Lubeca Aktiengesellschaft on August 30, 2002, the shares of the minority stockholders of the former Schmalbach-Lubeca Aktiengesellschaft, Ratingen (hereinafter "SL"), were transferred to the majority shareholder, Schmalbach-Lubeca Holding GmbH (subsequently merged with AV Packaging GmbH, formerly VAGO Dreiundzwanzigste Vermögensverwaltungs GmbH, Düsseldorf), Düsseldorf (hereinafter referred to as the "majority shareholder" or "respondent"), in accordance with Arts. 327a et seq. AktG, in return for cash compensation of €17.78 per no-par value bearer share in SL (hereinafter referred to as the "squeeze-out"; the minority shareholders whose shares were transferred to the principal shareholder as a result of the squeeze-out hereinafter "SL minority shareholders").

Several SL minority shareholders then initiated appraisal proceedings before the Düsseldorf Regional Court and applied for a higher cash compensation to be determined (hereinafter "applicants"). The Düsseldorf Regional Court ruled on the motions in an order dated October 28, 2019 (Case No. 39 O 133/06 [AktE]) and increased the cash compensation to €21.89 per no-par value bearer share in SL. Several applicants and the defendant filed appeals against this decision. By decision of April 17, 2023 (Case No. I-26 W 2/20 [AktE]), the Düsseldorf Higher Regional Court, rejecting the immediate appeals of several applicants, partially amended and restated the decision of the Düsseldorf Regional Court. Accordingly, the cash compensation was set at EUR 19.04 per SL share.

AV Packaging GmbH published the operative part of the decision of the Düsseldorf Regional Court of October 28, 2019 and the Düsseldorf Higher Regional Court of April 17, 2023 in the Federal Gazette (Bundesanzeiger) on June 2, 2023 pursuant to Section 14 (1) No. 3 SpruchG.

The payment of the difference between the cash compensation paid (€17.78 per no-par value bearer share of SL) and the higher cash compensation set out in the decision of the Düsseldorf Higher Regional Court dated April 17, 2023 (€ 19.04 per no-par value bearer share of SL), i.e. € 1.26 per no-par value bearer share of SL (hereinafter referred to as the "Subsequent Improvement Amount"), as well as the interest payable thereon (the Subsequent Improvement Amount including the interest hereinafter referred to as the "Subsequent Improvement") to the SL minority shareholders will be settled as follows, based on the above explanations and announcements:

1. Technical processing of the rectification

All SL minority shareholders who have not assigned their rights arising from the shares transferred to the principal shareholder to third parties (hereinafter "SL shareholders entitled to subsequent improvement") will receive the subsequent improvement amount of € 1.26 per no-par value share of SL.

The depositary banks are requested to reconstruct the holdings data of the SL shareholders entitled to the rectification amount on the basis of the archived settlement documents to the record date of the Clearstream Banking settlement of the squeeze-out cash settlement at that time, i.e. to November 21, 2002 in the evening.

The reconstruction amount shall bear interest at 2 percentage points above the respective prime rate for the period from November 22, 2002 to August 31, 2009 and at 5 percentage points above the respective prime rate in accordance with section 247 of the German Civil Code for the period from September 1, 2009 to and including the day immediately preceding the payment date (presumably September 6, 2023). The interest amount to be calculated from this is €1.1405 per no-par value share of SL. The SL shareholders entitled to rectification will therefore receive a total rectification payment of €2.4005 per no-par value share of SL.

The main shareholder

Commerzbank AG, Frankfurt am Main,

Frankfurt, to handle the banking and securities aspects of the rectification of the share price.

The SL shareholders entitled to subsequent improvement who still have an account with the bank through which the cash compensation was settled at the time do not need to take any action with regard to the receipt of the subsequent improvement. They will receive a corresponding notification with simultaneous cash credit by their respective credit institution.

Those SL shareholders entitled to subsequent improvement who have changed their bank account in the meantime or who have not received a credit note for subsequent improvement for other reasons within four weeks of publication of this technical information notice are requested to contact as soon as possible the bank through which the cash settlement was processed at the time in connection with the transfer of the no-par value shares of SL to the principal shareholder. To this end, they should provide the bank with their new bank details for forwarding the subsequent payment.

2. Technical implementation of the payment of the rectification for persons who derive their right to rectification from assignments from SL minority shareholders.

Provided that third parties have duly notified and proven to the Principal Shareholder that the right to rectification has been effectively assigned to them by SL Minority Shareholders, the Principal Shareholder shall comply with such assignments. The rectification shall be paid to the assignees. The assignees, who still maintain the account at the credit institution that was specified in the notice of assignment, do not need to take any action with regard to the receipt of the rectification. They shall receive a corresponding notification with simultaneous crediting of funds by their respective credit institution.

Those assignees who have changed their bank details in the meantime are requested to contact Commerzbank AG, GS-OPS, TPS Securities Services Frankfurt, Corporate Events, Helfmann-Park 5, 65760 Eschborn, Germany, as soon as possible and provide their new bank details.

Persons who do not receive the rectification but who wish to rely on a proper assignment of the rectification and accordingly believe that they are entitled to payment of the rectification are requested to contact Commerzbank AG, GS-OPS, TPS Securities Services Frankfurt, Corporate Events, Helfmann-Park 5, 65760 Eschborn. Commerzbank AG will pay out the rectification after consultation with the principal shareholder against appropriate evidence.

3. Technical implementation of the subsequent improvement for persons entitled to the original cash compensation in connection with the conversion to no-par-value shares effected in 2000

Shareholders who have not yet presented their share certificates for exchange as a result of the conversion of SL par value shares to no-par value shares in 1999 and the associated exclusion of the right to securitization can only receive the original cash settlement and the subsequent improvement if they present their share certificates with dividend coupons no. 17 et seq. and renewal coupon (WKN 719 230) at their bank for forwarding to Commerzbank AG, c/o Clearstream Banking AG, Securities Counter Unit, Trakehner Straße 6, 60487 Frankfurt am Main, as exchange agent during normal banking hours. In return for the submission of these effective share certificates, which have already been declared invalid, these shareholders will receive - instead of new SL shares by way of collective safe custody - the original cash settlement and the subsequent improvement in a timely manner, after the usual settlement measures associated with the submission of effective share certificates have been carried out; the submission of effective share certificates that have been declared invalid does not trigger an interest run that is independent of the shares held in collective safe custody.

Shareholders who have already submitted their actual share certificates and received the original cash settlement and who still maintain an account at the credit institution through which the cash settlement was processed at the time do not need to take any action with regard to the receipt of the subsequent settlement. They will receive a corresponding notification with simultaneous cash credit by their respective bank. Shareholders who have changed their bank account in the meantime or who for other reasons have not received a credit note for the rectification payment within four weeks of publication of this technical information notice are requested to contact the bank through which the cash settlement was processed at the time as soon as possible. For this purpose, they should inform the bank of their new bank details for forwarding the rectification payment.

4. Miscellaneous

The payment of the rectification is free of costs, expenses and commissions. The rectification will be paid without deduction of taxes. However, interest is subject to income tax. With regard to the personal tax treatment of the total subsequent payment amount, it is recommended that a tax advisor be consulted.

In the event of any queries, the SL shareholders entitled to the supplementary payment are requested to contact their respective custodian bank.

Munich, August 2023

AV Packaging GmbH
The Management Board

Source: Federal Gazette (Bundesanzeiger) of August 29, 2023

Control and profit and loss transfer agreement with Studio Babelsberg AG entered in commercial register

On March 31, 2023, the Annual General Meeting of Studio Babelsberg AG, Potsdam, approved the control and profit transfer agreement with Kino BidCo GmbH (Cinespace Studios) as the controlling company. The entry in the Commercial Register of the Potsdam Local Court, required for the agreement to take effect, was initially delayed by actions for rescission. The inter-company agreement was now entered in the commercial register on August 24, 2023 and thus became effective. The appropriateness of the compensation offered to the Studio Babelsberg minority shareholders and the annual compensation payment will be reviewed in appraisal proceedings.

Appraisal proceedings on merger squeeze-out at Odeon Film AG: County Court of Munich raises cash compensation to EUR 1.72 per share (+ 9.55 %)

by Martin Arendts, Attorney-at-law

In the appraisal proceedings regarding the merger squeeze-out at the former Odeon Film AG, the CountY Court of Munich raised the cash compensation to EUR 1.72 per Odeon share by decision of August 25, 2023. Compared to the cash compensation of EUR 1.57 offered to the minority shareholders, this corresponds to an increase of 9.55%.

The increase now awarded corresponds to the alternative calculation requested by the court from the auditor dated April 11, 2023, with an unlevered beta factor of 0.85 and a prime rate of 0.3% before personal typed taxes, see: https://spruchverfahren.blogspot.com/2023/04/spruchverfahren-zum-verschmelzungsrecht_21.html.

The respondent and the applicants may still appeal against the first-instance decision within one month of service.

Landgericht München I, decision of August 25, 2023, file no. 5 HK O 12034/21
Langhorst, K. et al. ./. LEONINE Licensing AG
68 applicants
joint representative: Dr. Tino Sekera-Terplan, c/o Kempter Gierlinger und Partner, 80799 Munich, Germany
Defendant's counsel: BAYER KRAUSS HUEBER Partnerschaft von Rechtsanwälte mbB, 80807 Munich, Germany

SUSE S.A. enters into a Transaction Framework Agreement with its majority shareholder to facilitate a voluntary public purchase offer and delisting

Publication of inside information according to Article 17 of the Regulation (EU) No 596/2014

Luxembourg, 17 August 2023 – Today SUSE S.A. (the Company or SUSE) has entered into a transaction framework agreement (the Transaction Framework Agreement) with its majority shareholder, Marcel LUX III SARL (Marcel) in relation to a voluntary public purchase offer and a delisting of SUSE from the Frankfurt Stock Exchange by merging it with an unlisted Luxembourg S.A.

Marcel, a holding company that is legally controlled by fund entities of the EQT VIII fund, which in turn are managed and legally controlled by affiliates of EQT AB with its registered seat in Stockholm, Sweden, holds approximately 79% of the shares in SUSE. It has informed the Company about its intention to launch a voluntary public purchase offer (the Offer) to acquire all no-par value shares in SUSE (ISIN LU2333210958) (the SUSE Shares) which it currently does not own for a cash consideration and to pursue a delisting from the Frankfurt Stock Exchange of SUSE by way of a subsequent merger of SUSE into a non-listed Luxembourg SA (the Merger). The Offer will be made pursuant to the terms and conditions set forth in an offer document which will be published by Marcel in due course, followed by an acceptance period of at least four weeks. It is expected that settlement of the Offer will occur in the first half of October 2023 and that SUSE’s extraordinary shareholders’ meeting resolving on the Merger will be held in the fourth calendar quarter of 2023 with the Merger (and the delisting) becoming effective shortly after such shareholders’ meeting.

In the Transaction Framework Agreement, SUSE agrees to support the Merger, including by way of declaring and paying an interim dividend from distributable reserves (the gross amount of the interim dividend payable per SUSE Share, the Interim Dividend Amount) shortly after the end of the Offer’s acceptance period and prior to the settlement of the Offer. Marcel will finance the purchase price for SUSE Shares sold to it under the Offer and certain transaction costs incurred by it from the Interim Dividend Amount received for the SUSE Shares held by it. SUSE will fund the aggregate Interim Dividend Amount from cash at hand and loans taken out by companies of the SUSE group in an aggregate maximum amount of EUR 500 million (the Loans). SUSE’s obligations and the corresponding actions by the members of its Management Board and Supervisory Board will only be performed to the extent they comply with applicable Luxembourg laws.

The price per SUSE Share payable under the Offer (the Offer Price) will amount to EUR 16.00 less the Interim Dividend Amount. The Interim Dividend Amount (and therefore the Offer Price) will only be determined after the end of the Offer’s acceptance period based on the acceptance ratio such that the aggregate Interim Dividend Amount received by Marcel is sufficient to pay the aggregate Offer Price and certain transaction costs incurred by it. For illustrative purposes, the table below sets out the Interim Dividend Amount (and the resulting Offer Price and other key parameters) for different hypothetical acceptance ratios based on the current number of outstanding SUSE Shares.

Acceptance ratio*	Aggregate number of SUSE Shares for which Offer is accepted	Interim Dividend Amount per SUSE Share	Offer Price per SUSE Share**	Cash consideration per SUSE Share	Aggregate Interim Dividend Amount payable by SUSE
25%	8,933,618	EUR 1.07	EUR 14.93	EUR 16.00	EUR 182,750,322
50%	17,867,236	EUR 1.95	EUR 14.05	EUR 16.00	EUR 333,049,651
75%	26,800,854	EUR 2.72	EUR 13.28	EUR 16.00	EUR 464,561,565
100%	35,734,473	EUR 3.42	EUR 12.58	EUR 16.00	EUR 584,117,850

* Expressed as percentage of aggregate number of SUSE Shares for which the Offer has been accepted/aggregate number of SUSE Shares not held by Marcel

** The premium of the Offer Prices of EUR 14.93, EUR 14.05, EUR 13.28 and EUR 12.58, to the XETRA closing price on 17 August 2023 (which is unaffected by the relevant Interim Dividend Amount) of EUR 9.605 are 55%, 46%, 38% and 31%, respectively.

EUR 16.00 per SUSE Share, being the aggregate of the Offer Price and the Interim Dividend Amount, represents a premium of approximately 67 percent on the XETRA closing share price on 17 August 2023. The completion of the Offer will only be subject to receipt by Marcel of an aggregate Interim Dividend Amount for the SUSE Shares held by it which is sufficient to fund the Offer Price for all tendered SUSE Shares and certain transaction costs incurred by it.

In the Transaction Framework Agreement, Marcel has underscored its commitment to support the Company strategically and financially, and to co-operate closely with SUSE’s CEO and his leadership team.

At the same time, SUSE supports the strategic objective of delisting the Company and has agreed to facilitate the transaction.


Additional Information

About SUSE

SUSE is a global leader in innovative, reliable and secure enterprise-grade open source solutions, relied upon by more than 60% of the Fortune 500 to power their mission-critical workloads. The company behind Rancher, NeuVector and SUSE Linux Enterprise (SLE), SUSE collaborates with partners and communities to empower customers to innovate everywhere – from the data center to the cloud, to the edge and beyond. SUSE puts the “open” back in open source, giving customers the ability to tackle innovation challenges today and the freedom to evolve their strategy and solutions tomorrow. The company employs more than 2,400 people globally and is listed on the Frankfurt Stock Exchange. For more information, visit www.suse.com.

For reference you’ll find all releases here https://www.suse.com/news/

This announcement contains inside information.

The person responsible for arranging the release of this announcement on behalf of SUSE S.A. is Andrew McDonald, Chief Legal Officer and Company Secretary.