Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Hamburg, December 13, 2024 - alstria office REIT-AG (symbol: AOX, ISIN: DE000A0LD2U1) ("alstria" or the "Company") announces that today, the compensation payment, which according to Section 20 of the Company's articles of association in the event of the termination of the tax exemption to shareholders who, at the time of the termination of the tax exemption, hold less than 3% of the voting rights in the Company (“Free Float Shareholders”), was set at EUR 2.81 per share (“Compensation Payment”).
On September 18, 2024, the Company has already announced that alstria will not be compliant with the requirements under the Act on German Real Estate Stock Corporations with Listed Shares (REIT-Gesetz, REITG) and is therefore expected to lose its status as a REIT stock corporation on December 31, 2024, as alstria received a demand from BPG Holdings Bermuda Limited, a subsidiary of Brookfield Corporation, pursuant to Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz, AktG) and the Squeeze Out under stock corporation law initiated by this excludes any alternative option of restoring the distribution of shares of at least 15% in free float required for a REIT stock corporation (Sections 11 para. 1, 18 para. 3 REITG).
Pursuant to Article 20 of the Company’s articles of association, Free Float Shareholders are entitled to a compensation which shall be the disadvantage in terms of distributions that results from the termination of the tax exemption pursuant to Section 18 para. 3 REITG considering the tax benefits of the shareholders on a lumpsum basis and shall be determined with binding effect for the shareholders by an auditor determined by the Institute of Auditors in Germany e.V. (IDW).
The audit company KPMG AG Wirtschaftsprüfungsgesellschaft named by the IDW at the Company’s request and subsequently engaged by the Company, today submitted its expert opinion on the determination of the disadvantage, which was set at EUR 2.81 per share.
The disadvantage has been calculated under consideration of the principles for the appraisal of enterprises (IDW S 1) as issued by the Institute of Auditors in Germany e.V. As part of the value consideration process, the preliminary valuation of the Company’s real estate portfolio as of December 31, 2024 in the amounts of EUR 4.14 billion, carried out by BNP Paribas Real Estate Consult GmbH, was taken into account.
In line with the articles of association, the management board has determined that the Compensation Payment will be credited automatically to all the Free Float Shareholders which hold shares on December 31, 2024. The Compensation Payment is generally paid out via Clearstream Banking AG by the custodian banks after deduction of 25% capital gains tax and the solidarity surcharge of 5.5% (26.375% in total) and, if applicable, church tax on the capital gains tax. It is expected to be credited to the Free Float Shareholders around January 9, 2025.
Further details on the payment process will be announced in the Federal Gazette and on the Company's website under Press/Announcements.
13 December 2024
03 December 2024
S IMMO AG: Squeeze-out of S IMMO AG registered with the commercial register
Vienna (03.12.2024/09:00 UTC+1)
As expected, the Commercial Court of Vienna today, 03 December 2024, registered the squeeze-out in accordance with the Austrian Squeeze-out Act (Gesellschafterausschlussgesetz), which was resolved at the Shareholders' Meeting of S IMMO AG on 14 October 2024, with the commercial register.
The squeeze-out took effect as of today. Therefore, today all shares held by minority shareholders were transferred by operation of law to the main shareholder, IMMOFINANZ AG. As of today, trading in shares of S IMMO AG on the stock exchange is no longer possible.
The affected minority shareholders will receive a cash compensation of EUR 22.05 per share of S IMMO AG in accordance with the resolution of the Shareholders' Meeting. As announced by the Company, the S IMMO shares will be derecognised from the securities accounts of the minority shareholders and claim certificates will be booked, which securitise the claim for cash compensation (including statutory interest). The cash compensation is expected to be paid out as scheduled with value date of 11 December 2024 concurrently against derecognition of the claim certificates.
As expected, the Commercial Court of Vienna today, 03 December 2024, registered the squeeze-out in accordance with the Austrian Squeeze-out Act (Gesellschafterausschlussgesetz), which was resolved at the Shareholders' Meeting of S IMMO AG on 14 October 2024, with the commercial register.
The squeeze-out took effect as of today. Therefore, today all shares held by minority shareholders were transferred by operation of law to the main shareholder, IMMOFINANZ AG. As of today, trading in shares of S IMMO AG on the stock exchange is no longer possible.
The affected minority shareholders will receive a cash compensation of EUR 22.05 per share of S IMMO AG in accordance with the resolution of the Shareholders' Meeting. As announced by the Company, the S IMMO shares will be derecognised from the securities accounts of the minority shareholders and claim certificates will be booked, which securitise the claim for cash compensation (including statutory interest). The cash compensation is expected to be paid out as scheduled with value date of 11 December 2024 concurrently against derecognition of the claim certificates.
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Note: The adequacy of the cash compensation will be reviewed by the Commercial Court (Handelsgericht Wien), respectively the valuation board (Gremium zur Bestimmung des Umtauschverhältnisses). Further information: kanzlei@anlageanwalt.de
GK Software SE: Request by the main shareholder to carry out a squeeze-out
Schöneck/Vogtland, 2 December 2024 – Today, the management board of GK Software SE (ISIN DE000A40S3V1 / WKN A40S3V, the “Company”) has received the formal request by Fujitsu ND Solutions AG (“FNDS”) pursuant to Section 327a et seqq. of the German Stock Corporation Act (Aktiengesetz – AktG) to carry out the procedure for the transfer of the shares of the minority shareholders of the Company to FNDS in return for an appropriate cash compensation and, for this purpose, to have the general shareholders’ meeting of the Company pass a resolution on the transfer of the shares of the minority shareholders to FNDS.
The amount of the appropriate cash compensation that FNDS will grant the other shareholders of the Company for the transfer of the shares will be notified by FNDS at a later date.
According to its own information, FNDS directly holds 2,189,659 shares, corresponding to approximately 96.33 % of the Company’s share capital and voting rights. Therefore, FNDS is the main shareholder within the meaning of Sec. 327a para. 1 sentence 1 of the German Stock Corporation Act.
The effectiveness of the squeeze-out is still subject to the resolution by the shareholders’ meeting of the Company and the registration of the transfer resolution in the commercial register at the registered seat of the Company.
FNDS has reserved the right to revoke its transfer request until the time of the announcement of the agenda of the shareholders’ meeting of the Company regarding the resolution on the transfer of the shares of the minority shareholders to the main shareholder.
The amount of the appropriate cash compensation that FNDS will grant the other shareholders of the Company for the transfer of the shares will be notified by FNDS at a later date.
According to its own information, FNDS directly holds 2,189,659 shares, corresponding to approximately 96.33 % of the Company’s share capital and voting rights. Therefore, FNDS is the main shareholder within the meaning of Sec. 327a para. 1 sentence 1 of the German Stock Corporation Act.
The effectiveness of the squeeze-out is still subject to the resolution by the shareholders’ meeting of the Company and the registration of the transfer resolution in the commercial register at the registered seat of the Company.
FNDS has reserved the right to revoke its transfer request until the time of the announcement of the agenda of the shareholders’ meeting of the Company regarding the resolution on the transfer of the shares of the minority shareholders to the main shareholder.
30 November 2024
STEMMER IMAGING AG: Acceptance period for MiddleGround Capital’s public delisting tender offer for STEMMER IMAGING AG begins
Corporate News
Puchheim, November 29, 2024 – The majority shareholder of STEMMER IMAGING AG, Ventrifossa BidCo AG ("Bidder"), a holding company controlled by MiddleGround Capital, today published the offer document for the public delisting tender offer to all shareholders of STEMMER IMAGING AG (ISIN DE000A2G9MZ9 / GSIN A2G9MZ). The offer aims to acquire the outstanding shares not already directly held by the Bidder. Previously, the German Federal Financial Supervisory Authority (BaFin) had approved the publication of the offer document.
The acceptance period begins today and ends on December 27, 2024, at 24:00 (CET). Both companies had concluded a delisting agreement on November 6, 2024. The Bidder currently holds approximately 83.5% of the share capital and voting rights of STEMMER IMAGING.
The offer price of EUR 48.00 per share is above the weighted average stock exchange price of the STEMMER IMAGING share during the last six months prior to the publication of the decision of the Bidder to make the delisting tender offer on November 6, 2024. Furthermore, the offer price of the delisting tender offer represents a premium of approximately 52% over the closing price of STEMMER IMAGING AG shares on July 19, 2024, the last trading day unaffected by the previous takeover offer by the Bidder for the STEMMER IMAGING AG shares.
The Management Board of STEMMER IMAGING AG has committed as part of the delisting agreement and subject to legal requirements to support the delisting and to apply for the revocation of the admission of all STEMMER IMAGING shares to trading on the regulated market of the Frankfurt Stock Exchange during the acceptance period of the delisting tender offer. In accordance with their legal obligations, the Management Board and Supervisory Board of STEMMER IMAGING AG will publish a joint reasoned opinion on the delisting tender offer during the acceptance period.
With the termination of the stock exchange listing, trading of STEMMER IMAGING shares on the regulated market will be ceased. This may result in very limited liquidity and availability of market prices for STEMMER IMAGING shares. Shareholders are therefore given the opportunity to tender their shares into the delisting tender offer before the listing ends. Furthermore, with the termination of the listing on the regulated market, several extensive financial reporting and capital market disclosure obligations of STEMMER IMAGING will also come to an end.
The delisting tender offer is not subject to any conditions. The termination of the admission of STEMMER IMAGING shares to trading on the regulated market is expected to take effect at the end of December 2024. The offer document and a non-binding English translation, along with further information about the offer, are available at www.project-oculus.de.
Important Note
This press release does not constitute a statement by the Management Board or the Supervisory Board in relation to the delisting tender offer. The Bidder’s offer document is solely binding for the delisting tender offer itself.
27 November 2024
S IMMO AG: Entry of squeeze-out of S IMMO AG in the commercial register expected for 03 December 2024
Business news for the stock market
Vienna (26.11.2024/08:00 UTC+1)
On 14 October 2024, the Shareholders' Meeting of S IMMO AG resolved upon the squeeze-out of the minority shareholders of S IMMO AG in accordance with the Austrian Squeeze-out Act (Gesellschafterausschlussgesetz). Subject to the decision of the Commercial Court of Vienna, the squeeze‑out is currently expected to be registered with the commercial register on 03 December 2024.
The squeeze-out will become effective upon registration with the commercial register. All shares held by minority shareholders will be transferred to the main shareholder, IMMOFINANZ AG, upon the squeeze‑out taking effect. Trading in shares of S IMMO AG on the stock exchange will no longer be possible from this date. The last trading day in the shares of S IMMO AG on the Vienna Stock Exchange is therefore expected to be 02 December 2024.
The affected minority shareholders will receive a cash compensation of EUR 22.05 per share of S IMMO AG in accordance with the resolution of the Shareholders' Meeting. For this purpose, the S IMMO shares will be derecognised from the securities accounts of the minority shareholders shortly after registration with the commercial register and claim certificates will be booked, which securitise the claim for cash compensation (including statutory interest). The cash compensation is expected to be paid out with value date 11 December 2024 concurrently against derecognition of the claim certificates.
Holders of S IMMO shares held in custody will be informed in writing by the custodian bank about further details of the payment of the cash compensation.
S IMMO AG will also provide information on the entry of the squeeze-out in the commercial register and any delays to the schedule described above in a corporate news release.
Vienna (26.11.2024/08:00 UTC+1)
On 14 October 2024, the Shareholders' Meeting of S IMMO AG resolved upon the squeeze-out of the minority shareholders of S IMMO AG in accordance with the Austrian Squeeze-out Act (Gesellschafterausschlussgesetz). Subject to the decision of the Commercial Court of Vienna, the squeeze‑out is currently expected to be registered with the commercial register on 03 December 2024.
The squeeze-out will become effective upon registration with the commercial register. All shares held by minority shareholders will be transferred to the main shareholder, IMMOFINANZ AG, upon the squeeze‑out taking effect. Trading in shares of S IMMO AG on the stock exchange will no longer be possible from this date. The last trading day in the shares of S IMMO AG on the Vienna Stock Exchange is therefore expected to be 02 December 2024.
The affected minority shareholders will receive a cash compensation of EUR 22.05 per share of S IMMO AG in accordance with the resolution of the Shareholders' Meeting. For this purpose, the S IMMO shares will be derecognised from the securities accounts of the minority shareholders shortly after registration with the commercial register and claim certificates will be booked, which securitise the claim for cash compensation (including statutory interest). The cash compensation is expected to be paid out with value date 11 December 2024 concurrently against derecognition of the claim certificates.
Holders of S IMMO shares held in custody will be informed in writing by the custodian bank about further details of the payment of the cash compensation.
S IMMO AG will also provide information on the entry of the squeeze-out in the commercial register and any delays to the schedule described above in a corporate news release.
22 November 2024
Entering into agreements for the acquisition of a majority stake in OTRS AG by Optimus BidCo AG, an acquisition company of Easyvista SAS, for a purchase price of EUR 17 per share
Publication of inside information in accordance with Article 17 of Regulation (EU) No 596/2014 (Ad hoc Disclosure)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Oberursel (Taunus), 22 November 2024
OTRS AG (“Company”) (ISIN DE00A0S9R37, GSIN A0S9R3) announces:
The Company and Easyvista SAS (through Optimus BidCo AG) agree entering into a strategic partnership with the objective of creating a European technology leader in the IT Service Management (ITSM) market.
- As a strategic partner, Easyvista SAS will provide the Company with (i) its complementary footprint in Europe and the US, (ii) its expertise in the ITSM mid and upper-mid-market and (iii) greater financial flexibility.
- Optimus BidCo AG has entered into purchase agreements to acquire a total of 75.08% of the Company's shares, including with the two largest shareholders of the Company, VBGM GmbH (a company held by Mr André Mindermann, chairman of the board of directors of the Company, and Sabine Lüders, member of the board of directors of the Company), and UX3 GmbH (a company held by Burchard Steinbild, chairman of the supervisory board of the Company).
- All selling shareholders will receive a purchase price of EUR 17.00 per share, which corresponds to a premium of 158.1% based on the 3-months volume-weighted average price (3M VWAP) of the Company's shares as of 21 November 2024 (Source: Xetra).
- Optimus BidCo AG intends to acquire the remaining shares in the Company by means of a voluntary public takeover offer at the same purchase price (EUR 17.00 per share) combined with a delisting, as well as to carry out, as the case may be, a procedure pursuant Section 327a Stock Corporation Act (AktG) (squeeze-out) and/or to enter into a domination and profit and loss transfer agreement.
In details, Optimus BidCo AG, Frankfurt am Main, an acquisition company of Easyvista SAS, Noisy-le-Grand/France, has concluded purchase agreements on 22 November 2024 so that its shareholding in the Company will amount to 75.08% after closing of the agreements:
- The purchase price is EUR 17.00 per share for a total of 1,438,818 no par value shares, summing up to a total purchase price of EUR 24,459,906 million.
- The main purchase agreement has been concluded with the two largest shareholders of the Company, VBGM GmbH, Bad Homburg v.d. Höhe (the majority shareholder of which is the chairman of the board of directors of the Company, Mr André Mindermann, and the minority shareholder of which is the member of the board of directors of the Company, Sabine Lüders, and UX3 GmbH, Beckeln (the sole shareholder of which is the chairman of the supervisory board of the Company, Burchard Steinbild), for the acquisition of all their shares, namely 1,327,542 no-par value shares, corresponding to 69.28 % of the Company’s share capital.
- Part of the purchase price under the main purchase agreement will not be paid in cash. The sellers will by way of re-investment receive shares in Easyvista Holding SAS, Noisy-le-Grand/France, the parent company of Easyvista SAS.
- Optimus BidCo AG has also concluded further purchase agreements with minority shareholders for the acquisition of 111,276 shares in the Company at the same purchase price; these selling shareholders will receive the purchase price in cash.
- The closing of all purchase agreements is expected to take place within one month after the signing and is subject to customary closing conditions.
Optimus BidCo AG intends, after fulfilment of the conditions for, and closing of, the aforementioned purchase agreements, to acquire the remaining shares in the Company by means of a voluntary public takeover offer at the same purchase price (EUR 17.00 per share) combined with a delisting, as well as to carry out, as the case may be, a procedure pursuant Section 327a Stock Corporation Act (AktG) (squeeze-out) and/or to enter into a domination and profit and loss transfer agreement.
15 November 2024
Lenovo in Squeeze-Out of MEDION AG Minority Shareholders
November 14, 2024
Cleary Gottlieb represented long-standing client Lenovo Group Limited in the squeeze-out of the minority shareholders of Frankfurt-listed MEDION AG.
On November 12, 2024, the annual general meeting of MEDION AG approved the squeeze-out, which is expected to be consummated in January 2025. The minority shareholders will receive an appropriate cash compensation of €14.28 per share.
Lenovo Group Limited, through its German subsidiary Lenovo Germany Holding, became the majority shareholder of MEDION AG by way of a public takeover in 2011 and has since increased its shareholding in the company, reaching the threshold of 95% of shares required to squeeze-out the remaining minority shareholders.
The Lenovo group was founded in 1984. It is a leading global PC company and a manufacturer and provider of information technology products and services. Lenovo Group Limited has been listed on the on the stock exchange of Hong Kong since 1994.
MEDION AG was founded in 1983 and became a listed entity in 1998. MEDION AG is a leading German provider of PCs and notebooks and also offers digital services in the areas of electronic software distribution, music platforms, and other online services. MEDION group comprises subsidiaries in Europe, the U.S., and APAC.
Cleary Gottlieb represented long-standing client Lenovo Group Limited in the squeeze-out of the minority shareholders of Frankfurt-listed MEDION AG.
On November 12, 2024, the annual general meeting of MEDION AG approved the squeeze-out, which is expected to be consummated in January 2025. The minority shareholders will receive an appropriate cash compensation of €14.28 per share.
Lenovo Group Limited, through its German subsidiary Lenovo Germany Holding, became the majority shareholder of MEDION AG by way of a public takeover in 2011 and has since increased its shareholding in the company, reaching the threshold of 95% of shares required to squeeze-out the remaining minority shareholders.
The Lenovo group was founded in 1984. It is a leading global PC company and a manufacturer and provider of information technology products and services. Lenovo Group Limited has been listed on the on the stock exchange of Hong Kong since 1994.
MEDION AG was founded in 1983 and became a listed entity in 1998. MEDION AG is a leading German provider of PCs and notebooks and also offers digital services in the areas of electronic software distribution, music platforms, and other online services. MEDION group comprises subsidiaries in Europe, the U.S., and APAC.
press release of Cleary Gottlieb
07 November 2024
ZEAL Network SE: ZEAL continues to grow: New customers, revenue and earnings significantly increased, forecast raised
Corporate News
- Group revenue grows by 41 % to € 121.0 million compared to the same period of the previous year
- EBITDA grows by 51 % to € 35.0 million
- Record number of 807 thousand new customers in the first nine months of this year
- ZEAL raises its revenue and EBITDA forecast for the 2024 financial year as a result of its business performance
- Successful launch of the new charity lottery Traumhausverlosung
- Cancellation of all treasury shares resolved
- Share repurchase offer of up to € 25.0 million announced
Hamburg, 06 November 2024. ZEAL Network SE, the leading German online provider of lottery products, achieved significant growth in both revenue and EBITDA in the first nine months of 2024. Consolidated revenue increased by 41 % to € 121.0 million (2023: € 86.0 million). EBITDA grew even faster than revenue, increasing by 51 % to € 35.0 million (2023: € 23.2 million).
“We are proud of our excellent business development since the beginning of the year, which is reflected in significant growth in revenue, EBITDA and new customer acquisition. The efficiency gains and scale effects of our business model are reflected in a disproportionately high increase in profitability. Although the jackpot situation in the third quarter was less favorable than at the beginning of the year, we were able to significantly increase lottery revenue by 42 % compared to the same period last year. Another highlight of the third quarter was the launch of our new charity lottery Traumhausverlosung, which significantly exceeded our expectations,” says Sebastian Bielski, CFO of ZEAL.
Lottery revenue grows by 35 %
ZEAL's positive revenue development in the first nine months of 2024 is mainly due to the strong performance of the lottery business: Revenue from lotteries climbed by 35 % to € 107.6 million (2023: € 79.4 million) and billings from lotteries grew by 17 % to € 743.1 million (2023: € 633.2 million). This growth is attributable to the 17 % increase in the average number of active customers per month (1,347 thousand). The average billings per active user was on a par with the previous year. In addition, ZEAL improved its gross margin by two percentage points to 14.5 % (2023: 12.5 %) by changing its product mix and optimizing margins.
Strong result thanks to record customer growth and lower acquisition costs
ZEAL has once again significantly expanded its customer base since the beginning of the year. The number of registered new customers rose by 56 % to 807 thousand (2023: 518 thousand), a record figure in ZEAL's history. In the third quarter of 2024, ZEAL acquired 28 % more new customers, although there were no maximum jackpots for the Eurojackpot and Lotto 6aus49 compared to the same period in the previous year. Thanks to more efficient marketing measures, the successful acquisition of new customers led to a year-on-year decrease in acquisition costs per registered new customer (cost per lead, CPL) of 24 % to € 35.54 (2023: € 46.81).
Other operating expenses increased by 29 % to € 63.2 million (2023: € 48.8 million). Due to the company's strategic decision to use the good jackpot situation in the first half of 2024 for accelerated and efficient customer growth, marketing expenses increased by 20 % to € 36.9 million in the first nine months of the year compared to the same period of the previous year (2023: € 30.7 million). The higher direct operating costs of € 12.4 million (2023: € 8.6 million) are attributable to the increase in payment processing costs, customer identification costs and commissions paid to external developers for the expansion of the games portfolio.
EBITDA increased disproportionately in relation to the strong sales growth due to efficiency improvements and further economies of scale and, at € 35.0 million, was 51% higher in the first three quarters of 2024 than in the same period of the previous year (2023: € 23.2 million). At € 28.9 million, EBIT even exceeded the previous year's figure (2023: € 16.6 million) by 74%.
Forecast raised
Due to the above-average business development in the first nine months of 2024, ZEAL raised the forecast published on 20 March 2024 in October. Depending on the general conditions – in particular the further jackpot development – the company now expects revenue of between € 158 million and € 168 million for the 2024 financial year (previously: € 140 million to € 150 million). ZEAL also expects EBITDA to be in the range of € 42 million to € 46 million (previously: € 38 million to € 42 million).
First dream house raffle in Germany
ZEAL launched the first raffle for an existing property in Germany on 1 August 2024 with the Dream House Raffle (German name: Traumhausverlosung). The first dream home on the Baltic Sea was raffled off on 4 November 2024, followed immediately by the raffle for the second home on the Flensburg Fjord. Demand during the entire first draw period was well above expectations.
Squeeze-out of LOTTO24 AG completed
With the acquisition of the remaining shares in LOTTO24 AG, ZEAL has reached an important milestone in the optimization of the Group structure. On 27 August 2024, the Annual General Meeting of LOTTO24 AG resolved to transfer the shares of the minority shareholders of LOTTO24 AG to ZEAL Network SE against payment of a cash compensation of € 479.25 per share. The squeeze-out was entered in the commercial register on 8 October 2024 and completed on 16 October 2024. ZEAL now holds 100 % of the LOTTO24 shares and has proposed to the Extraordinary General Meeting of ZEAL on 15 November 2024 the conclusion of profit and loss transfer and domination agreements between ZEAL and LOTTO24 AG.
Cancellation of treasury shares
The Management Board and Supervisory Board of ZEAL have resolved to cancel all 733,851 treasury shares currently held by ZEAL and to reduce the company's share capital accordingly. The cancellation and capital reduction relate to approx. 3.28% of the current share capital.
Public share repurchase offer announced
ZEAL announced today that it will repurchase up to 568,181 shares at a price of € 44.00 per share by way of a public share repurchase offer, which corresponds to up to 2.62 % of ZEAL's share capital after implementation of the capital reduction described above. The share repurchase offer thus has a volume of up to € 25 million and will be financed by utilizing existing credit lines. The acceptance period for the repurchase offer starts on 18 November 2024 and ends on 29 November 2024, subject to extension. The new share repurchase serves to further optimize the company’s capital structure. It is intended to cancel the shares acquired as part of the repurchase offer by reducing the share capital. Further details of the repurchase offer are contained in the offer document, which will be published on 18 November 2024 on the company's website (www.zealnetwork.de) in the section "Investoren / Aktienrückkauf 2024" and in the German Federal Gazette (Bundesanzeiger) (www.bundesanzeiger.de) (German language only). In addition, the company will publish a non-binding English translation of the offer document on its website (www.zealnetwork.de) in the section "Investors / Repurchase Offer 2024".
About ZEAL
ZEAL Network is an e-commerce group of companies based in Hamburg and the market leader for online lotteries in Germany. Founded in 1999, we brought lotteries to the internet. Today, the ZEAL group now has around one million active customers and more than 200 employees at three locations. ZEAL allows the participation in state-licensed lotteries via the LOTTO24 and Tipp24 brands and also offers its own lottery products. ZEAL also owns the brands ZEAL Instant Games, ZEAL Ventures and ZEAL Iberia. In 2024, the ZEAL Group celebrates its 25th anniversary. Since our foundation, growth, innovation and success are at the heart of what we do.
05 November 2024
LEG Immobilien SE: Acquisition of Brack Capital Properties N.V. through the conclusion of a share purchase agreement and a tender commitment in the event of a public offer
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
- LEG subsidiary and Adler Real Estate GmbH (Adler) enter into share purchase agreement regarding 52.68% of the shares in Brack Capital Properties N.V. (BCP)
- Adler commits to tender additional 10.1% of the shares in BCP in the event of a public offer (tender commitment)
Today, LEG Grundstücksverwaltung GmbH (LEG), a subsidiary of LEG Immobilien SE, with the approval of the boards of LEG Immobilien SE, has entered into an agreement with Adler relating to the acquisition of 52.68% of the shares in BCP, a real estate company listed on the Tel Aviv Stock Exchange. Together with its 35.52% stake in BCP already acquired in 2021/2022, LEG initially increases its stake to 88.20% upon completion of the share purchase agreement. In addition, Adler has committed to tender its remaining 10.1% of the shares in case of a public offer by LEG regarding BCP (tender commitment). In the event that no public offer is made, LEG grants Adler a put option for the 10.1% stake in BCP at a certain point in time.
The cash-financed purchase price for Adler’s entire 62.78% % stake in BCP amounts to approximately EUR 219m. The price of EUR 45 per share represents a 48% discount on the Net Tangible Asset value (NTA) reported by BCP for H1/2024, resulting in a positive effect on the NTA per LEG share. The impact on the Adjusted Funds From Operations (AFFO) per share is expected to be neutral in 2025. Significant effects on the Loan to Value (LTV) ratio are not expected. In the medium term, BCP’s profitability level is to raise to the one of LEG, particularly through realization of synergies in financing, management, and administration, thereby contributing to AFFO growth.
LEG Immobilien SE sees the potential completion of the acquisition of BCP as a consistent step in expanding its portfolio in line with its strategy. The transaction allows LEG to further strengthen its market position – more than 90% of BCP’s 9,100 units are located in its core area of activity, in particular in North Rhine-Westphalia, which represents approximately half of BCP’s portfolio – but also in the new markets added in the course of its growth strategy, such as Kiel, Hannover, Göttingen and Bremen. With Leipzig, LEG is now establishing a new attractive location.
The completion of the transaction regarding the 52.68% stake is planned for early 2025; merger control clearance has already been granted. The full acquisition (including a squeeze-out of remaining minority shareholders and a delisting) is expected in the following months thereafter.
- LEG subsidiary and Adler Real Estate GmbH (Adler) enter into share purchase agreement regarding 52.68% of the shares in Brack Capital Properties N.V. (BCP)
- Adler commits to tender additional 10.1% of the shares in BCP in the event of a public offer (tender commitment)
Today, LEG Grundstücksverwaltung GmbH (LEG), a subsidiary of LEG Immobilien SE, with the approval of the boards of LEG Immobilien SE, has entered into an agreement with Adler relating to the acquisition of 52.68% of the shares in BCP, a real estate company listed on the Tel Aviv Stock Exchange. Together with its 35.52% stake in BCP already acquired in 2021/2022, LEG initially increases its stake to 88.20% upon completion of the share purchase agreement. In addition, Adler has committed to tender its remaining 10.1% of the shares in case of a public offer by LEG regarding BCP (tender commitment). In the event that no public offer is made, LEG grants Adler a put option for the 10.1% stake in BCP at a certain point in time.
The cash-financed purchase price for Adler’s entire 62.78% % stake in BCP amounts to approximately EUR 219m. The price of EUR 45 per share represents a 48% discount on the Net Tangible Asset value (NTA) reported by BCP for H1/2024, resulting in a positive effect on the NTA per LEG share. The impact on the Adjusted Funds From Operations (AFFO) per share is expected to be neutral in 2025. Significant effects on the Loan to Value (LTV) ratio are not expected. In the medium term, BCP’s profitability level is to raise to the one of LEG, particularly through realization of synergies in financing, management, and administration, thereby contributing to AFFO growth.
LEG Immobilien SE sees the potential completion of the acquisition of BCP as a consistent step in expanding its portfolio in line with its strategy. The transaction allows LEG to further strengthen its market position – more than 90% of BCP’s 9,100 units are located in its core area of activity, in particular in North Rhine-Westphalia, which represents approximately half of BCP’s portfolio – but also in the new markets added in the course of its growth strategy, such as Kiel, Hannover, Göttingen and Bremen. With Leipzig, LEG is now establishing a new attractive location.
The completion of the transaction regarding the 52.68% stake is planned for early 2025; merger control clearance has already been granted. The full acquisition (including a squeeze-out of remaining minority shareholders and a delisting) is expected in the following months thereafter.
Takeover Offer for shares of Nexus AG
Announcement of the decision to make avoluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 paras. 1 and 3 in connection with Sections 29 para. 1 and 34 of the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs‑ und Übernahmegesetz – WpÜG)
SCUR-Alpha 1766 GmbH (in future: Project Neptune Bidco GmbH)
c/o SCUR24 Holding GmbH
Schwanthalerstraße 73
80336 Munich
Germany
registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich, Germany, under registration number HRB 296422
Target:
Nexus AG
Irmastraße 1
78166 Donaueschingen
Germany
registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Freiburg i. Br., Germany, under HRB 602434
WKN 522 090 / ISIN DE0005220909
On 5 November 2024, SCUR-Alpha 1766 GmbH (in future: Project Neptune Bidco GmbH) (the "Bidder"), a holding company controlled by investment funds managed and advised by affiliates of TA Associates Management, L.P., decided to make a public takeover offer (freiwilliges öffentliches Übernahmeangebot) to the shareholders of Nexus AG (the "Company") for the acquisition of all non‑par value bearer shares (nennwertlose Inhaberaktien) in the Company (ISIN DE0005220909) each share representing a proportionate amount of EUR 1.00 of the share capital of the Company, (the "Nexus Shares") against payment of a cash offer price of EUR 70.00 per Nexus Share (the "Offer"). The Offer will be subject to a minimum acceptance threshold of 50% plus one share of all issued Nexus Shares and other customary conditions, in particular merger control and foreign investment control clearances.
On the date hereof, the Bidder entered into irrevocable undertakings with certain shareholders of the Company, pursuant to which these shareholders have committed to accept the Offer for all Nexus Shares held by them. Overall, such irrevocable undertakings relate to an aggregate of 26.98% of all voting rights and 26.92 % of the share capital of the Company. The irrevocable undertakings constitute "instruments" within the meaning of section 38 of the German Securities Trading Act (WpHG).
The offer document for the Offer (in the German language and a non‑binding English translation thereof) and other information relating to the Offer will be published on the internet at www.neptune-public-offer.com.
Important Notice
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in the Company. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. Investors and holders of shares in the Company are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer upon their availability since they will contain important information.
The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America.
Munich, 5 November 2024
SCUR-Alpha 1766 GmbH (in future: Project Neptune Bidco GmbH)
Salzgitter Aktiengesellschaft: Potential voluntary public takeover bid to the shareholders of Salzgitter AG
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
The shareholder of Salzgitter AG (ISIN DE0006202005 / WKN 620200, the “Company”) GP Günter Papenburg Aktiengesellschaft has notified the Company that it considers, together with TSR Recycling GmbH & Co. KG (jointly the “Consortium”), to submit a voluntary public takeover bid to the shareholders of the Company in order to acquire shares of the Company. The possible offer shall, among other things, be subject to the Consortium achieving an aggregate shareholding of at least 45 % + one share (including the shares already held by GP Günter Papenburg Aktiengesellschaft) by the end of the acceptance period. The range of a potential offer price has not yet been mentioned to the Company.
The Company will inform the capital market about further relevant developments in this regard without undue delay in accordance with its legal obligations. In case of the Consortium actually submitting a voluntary public takeover bid to the shareholders of the Company, the Executive Board and the Supervisory Board will issue a reasoned opinion pursuant to §27 German Securities Acquisition and Takeover Act (WpÜG).
The shareholder of Salzgitter AG (ISIN DE0006202005 / WKN 620200, the “Company”) GP Günter Papenburg Aktiengesellschaft has notified the Company that it considers, together with TSR Recycling GmbH & Co. KG (jointly the “Consortium”), to submit a voluntary public takeover bid to the shareholders of the Company in order to acquire shares of the Company. The possible offer shall, among other things, be subject to the Consortium achieving an aggregate shareholding of at least 45 % + one share (including the shares already held by GP Günter Papenburg Aktiengesellschaft) by the end of the acceptance period. The range of a potential offer price has not yet been mentioned to the Company.
The Company will inform the capital market about further relevant developments in this regard without undue delay in accordance with its legal obligations. In case of the Consortium actually submitting a voluntary public takeover bid to the shareholders of the Company, the Executive Board and the Supervisory Board will issue a reasoned opinion pursuant to §27 German Securities Acquisition and Takeover Act (WpÜG).
Commerzbank decides to implement a share buyback programme with a volume of up to 600 million euros
Ad hoc release
4. November 2024
After receipt of the necessary approvals Commerzbank AG decided today to implement a share buyback programme with a volume of up to 600 million euros.
The share buyback will start after the reporting for the third quarter 2024 at the earliest and should be completed by mid of February 2025 at the latest. Following the resolution of the Management Board the details of the share buyback programme will be made public in an announcement pursuant to Art. 5(1) lit. a) of Regulation (EU) 596/2014 and Art. 2(1) of Delegated Regulation (EU) 2016/1052. The repurchased shares of Commerzbank AG will be redeemed.
After receipt of the necessary approvals Commerzbank AG decided today to implement a share buyback programme with a volume of up to 600 million euros.
The share buyback will start after the reporting for the third quarter 2024 at the earliest and should be completed by mid of February 2025 at the latest. Following the resolution of the Management Board the details of the share buyback programme will be made public in an announcement pursuant to Art. 5(1) lit. a) of Regulation (EU) 596/2014 and Art. 2(1) of Delegated Regulation (EU) 2016/1052. The repurchased shares of Commerzbank AG will be redeemed.
infas Holding Aktiengesellschaft: Further examination of the ongoing public takeover offer by the Federal Cartel Office
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Bonn, 4 November 2024 – infas Holding Aktiengesellschaft (“Company”) (ISIN DE0006097108 / WKN 609710) announces that the German Federal Cartel Office (Bundeskartellamt) has today communicated that it will conduct broader investigations, in particular market enquiries, of the ongoing public takeover offer of Ipsos DACH Holding AG (“Bidder”).
Against this background, the Bidder will re-notify the project to the German Federal Cartel Office following a withdrawal of the original application in order to continue to enable clearance in the preliminary review procedure (so-called Phase I).
Bonn, 4 November 2024
Against this background, the Bidder will re-notify the project to the German Federal Cartel Office following a withdrawal of the original application in order to continue to enable clearance in the preliminary review procedure (so-called Phase I).
Bonn, 4 November 2024
31 October 2024
Cinven to Acquire Elliott’s Stake in SYNLAB AG, Squeeze-Out to Follow
Corporate News
Elliott to remain indirect minority shareholder in SYNLAB
The Management Board of SYNLAB AG (“SYNLAB”) has been informed that international private equity firm Cinven has reached an agreement with funds advised by Elliott Advisors (UK) Limited (“Elliott”). Under this agreement, Cinven will acquire Elliott’s current direct minority stake of approximately 10% in SYNLAB. Elliott will become an indirect minority shareholder in SYNLAB, alongside existing shareholders Cinven, Labcorp (subject to regulatory approval), and Qatar Holding LLC. The transaction is subject to regulatory approvals and is expected to close in early 2025.
The acquiring entity of Elliott’s shareholding will be Ephios Bidco GmbH (“Ephios Bidco”), an entity controlled by funds managed and/or advised by Cinven and the majority shareholder of SYNLAB AG. Ephios Bidco currently holds approximately 86% of the SYNLAB share capital. Upon closing of the transaction with Elliott, Ephios Bidco will hold at least 96.09% of the share capital and at least 97.15% of the voting rights of SYNLAB AG.
In light of this development, Ephios Bidco today submitted a demand to the Management Board of SYNLAB to convene a general meeting of SYNLAB AG to resolve the transfer of the shares held by its remaining (minority) shareholders to Ephios Bidco as majority shareholder in return for appropriate cash compensation, in accordance with Sections 327a et seqq. AktG (squeeze-out under stock corporation law). Ephios Bidco will announce the amount of the appropriate cash compensation separately to the Management Board of SYNLAB once the required valuation work has been completed.
The Management Board of SYNLAB will inform about the date of the Annual General Meeting at which a corresponding transfer resolution will be adopted in accordance with statutory legal requirements. The squeeze-out will only become effective following approval by the general meeting of SYNLAB and registration with the commercial register.
Mathieu Floreani, CEO of SYNLAB Group, commented: “We see this development as a positive step for SYNLAB. Elliott’s decision to remain an indirect shareholder demonstrates their continued belief in our Group’s potential and future growth. We look forward to working closely with all our shareholders to drive SYNLAB’s success.”
About SYNLAB
SYNLAB Group is the leader in medical diagnostic services and specialty testing in Europe. The Group offers a full range of innovative and reliable medical diagnostics to patients, practising doctors, hospitals and clinics, governments and corporates.
Providing the leading level of service within the industry, SYNLAB is the partner of choice for routine and specialty diagnostics in human medicine. The Group continuously innovates medical diagnostic services for the benefit of patients and customers.
SYNLAB operates in more than 20 countries across four continents and holds leading positions in most markets. More than 27,000 employees, including over 2,000 medical experts, as well as a large number of other specialists such as biologists, chemists and laboratory technicians, contribute every day to the Group’s worldwide success.
SYNLAB performed around 600 million laboratory tests and achieved revenues of €2.64 billion in 2023.
More information can be found on www.synlab.com
About Cinven
Cinven is a leading international private equity firm focused on building world-class global and European companies. Its funds invest in six key sectors: Business Services, Consumer, Financial Services, Healthcare, Industrials and Technology, Media and Telecommunications (TMT). Cinven has offices in London, New York, Frankfurt, Paris, Milan, Madrid, Guernsey and Luxembourg.
Cinven takes a responsible approach towards its portfolio companies, their employees, suppliers, local communities, the environment and society.
Cinven Capital Management (V) General Partner Limited, Cinven Capital Management (VI) General Partner Limited, Cinven Capital Management (VII) General Partner Limited and Cinven Capital Management (SFF) General Partner Limited are each authorised and regulated by the Guernsey Financial Services Commission, and Cinven Limited is authorised and regulated by the Financial Conduct Authority.
In this press release ‘Cinven’ means, depending on the context, any of or collectively, Cinven Holdings Guernsey Limited, Cinven Partnership LLP, and their respective Associates (as defined in the Companies Act 2006) and/or funds managed or advised by any of the foregoing.
For additional information on Cinven please visit www.cinven.com and www.linkedin.com/company/cinven/.
About Elliott
Elliott Investment Management L.P. (together with its affiliates, "Elliott") manages approximately $69.7 billion of assets as of June 30, 2024. Founded in 1977, it is one of the oldest funds under continuous management. The Elliott Funds' investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. Elliott Advisors (UK) Limited is an affiliate of Elliott Investment Management L.P.
More information can be found on www.elliottmgmt.com.
niiio finance group AG: Application for delisting from the general open market of the Düsseldorf Stock Exchange as well as termination and early repayment of the convertible bond
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Görlitz, October 30, 2024
niiio finance group AG (ISIN: DE000A2G8332) ("Company") has decided today to apply for the delisting of the Company's shares from the general open market (Allgemeiner Freiverkehr) of the Düsseldorf Stock Exchange. The Company expects that the Düsseldorf Stock Exchange will approve the application; in this case, the delisting will take place with a notice period of six months, i.e. expected at the end of April 2025. The shares will then no longer be listed in the open market (Freiverkehr) due to the Company's request.
Görlitz, October 30, 2024
niiio finance group AG (ISIN: DE000A2G8332) ("Company") has decided today to apply for the delisting of the Company's shares from the general open market (Allgemeiner Freiverkehr) of the Düsseldorf Stock Exchange. The Company expects that the Düsseldorf Stock Exchange will approve the application; in this case, the delisting will take place with a notice period of six months, i.e. expected at the end of April 2025. The shares will then no longer be listed in the open market (Freiverkehr) due to the Company's request.
Until the end of the six-month period, the Company's shareholders will continue to have the opportunity to trade their shares on the open market of the Düsseldorf Stock Exchange. Reference is also made to the voluntary purchase offer for shares in the Company announced by Neptune BidCo AG in the Federal Gazette on October 29, 2024. The Company has already published an ad hoc announcement about the planned purchase offer of Neptune BidCo AG (see ad hoc announcement of the Company dated August 26, 2024) and reported on the upcoming publication of the purchase offer in the Federal Gazette (see corporate news of the Company dated October 29, 2024).
The decision to delist was made because the economic benefit of listing the Company's shares on the open market of the Düsseldorf Stock Exchange no longer justifies the associated costs. The delisting is expected to reduce the Company's future administrative and cost expenses.
The decision to delist was made because the economic benefit of listing the Company's shares on the open market of the Düsseldorf Stock Exchange no longer justifies the associated costs. The delisting is expected to reduce the Company's future administrative and cost expenses.
Furthermore, the Company has decided today to terminate all 406,246 not yet converted bonds of the convertible bond 2021/2026 (Wandelanleihe 2021/2026) issued by the company (ISIN DE000A3E5S26; "Convertible Bond") with a total nominal amount of EUR 406,246 with effect from the end of January 31, 2025, in compliance with the notice period of at least 90 days in accordance with section 3.3 of the bond terms and conditions, and to thus redeem the Convertible Bond prematurely and in full.
The date of early redemption in accordance with the bond terms and conditions is also January 31, 2025. On the redemption date, the bondholders will receive the nominal amount plus the interest accrued thereon up to the date of redemption (exclusive).
The bondholders do not need to take any action in connection with the termination of the Convertible bond. The bonds are deposited in a global certificate with Clearstream Banking AG, Frankfurt, therefore the credits are made via Clearstream Banking AG and the custodian banks.
The Company’s executive board intends to announce the termination of the Convertible Bond in October 2024 in accordance with section 14.1 of the bond terms and conditions on the company's website at niiio.finance/investor-relations/, under the section "Wandelanleihe 21/26".
10 October 2024
Delisting Offer for shares of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft
PUBLICATION PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 OF THE GERMAN SECURI-TIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ÜBERNAHME-GESETZ - "WPÜG") IN CONJUNCTION WITH SECTION 39 PARA. 2 SENT. 3 NO. 1 OF THE GERMAN STOCK EXCHANGE ACT (BÖRSENGESETZ - "BÖRSG")
Bidder:
TLG IMMOBILIEN AG
Alexanderstraße 1
10178 Berlin
Germany
registered with the commercial register of the local court (Amtsgericht) Charlottenburg under HRB 161314 B
ISIN: DE000A12B8Z4
Target Company:
WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft
Alexanderstraße 1
10178 Berlin
Germany
registered with the commercial register of the local court (Amtsgericht) Frankfurt am Main under HRB 55695
ISIN: DE000A1X3X33
The offer document will be published on the Internet once such publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) at:
https://www.tlg.de/investor-relations/delisting-angebot-wcm-ag
Today, on October 10, 2024, TLG IMMOBILIEN AG (the "Bidder"), with its registered office in Berlin, Germany, has decided to submit a public delisting tender offer (the "Delisting Offer") pursuant to Section 39 para. 2 sent. 3 no. 1 BörsG in the form of a cash offer to the shareholders of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft (the "Company"), with its registered of-fice in Frankfurt am Main, Germany, to acquire all no-par value bearer shares in the Company, each with a notional interest in the share capital of EUR 1.00 (ISIN DE000A1X3X33) (the "WCM Shares"), which are not already held by the Bidder.
The Bidder currently holds a share of approx. 98.05 % of the share capital of the Company. Under the Delisting Offer, the Bidder will offer EUR 2.01 in cash as consideration for each WCM Share tendered to the Bidder for acceptance, subject to the determination of the minimum price and the final determination in the offer document. The offer will not include any closing conditions.
The Delisting Offer will otherwise be made on the terms and conditions set forth in the offer docu-ment. To the extent legally permissible, the Bidder reserves the right to deviate from the basic information described herein.
The Company has undertaken towards the Bidder to apply for the revocation of the admission to trading of the WCM Shares on the regulated market (Regulierter Markt) each of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (General Standard), the Hamburg Stock Exchange (Börse Hamburg) and the Stuttgart Stock Exchange (Börse Stuttgart) (so-called Delisting) prior to the expiration of the acceptance period of the Delisting Offer. In addition, the Company has under-taken towards the Bidder to take all reasonable actions to terminate the inclusion of WCM Shares in the open market (Freiverkehr), insofar as this inclusion took place at the request of the Company.
Important Notice:
This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of the Company. The final terms and further provisions regarding the delisting tender offer will be disclosed in the offer document after its publication has been ap-proved by the German Federal Financial Supervisory Authority (Bundesanstalt für Fi-nanzdienstleistungsaufsicht). To the extent legally permissible, the Bidder reserves the right to de-viate in the final terms of the delisting tender offer from the basic information described herein. Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the delisting tender 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 Übernahme-gesetz), the German Stock Exchange Act (Börsengesetz), 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). Thus, no other announce-ments, registrations, admissions or approvals of the offer outside of the Federal Republic of Ger-many have been filed, arranged for or granted. Investors in, and holders of, securities in the Com-pany cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public tender offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.
The Bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the offer on or off the stock exchange. If such further acquisitions take place, infor-mation about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction.
To the extent any announcements in this document contain forward-looking statements, such state-ments do not represent facts and are characterized by the words "will", "expect", "believe", "esti-mate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting together with the Bidder. Such forward-looking statements are based on current plans, estimates and fore-casts, which the Bidder and the persons acting together with the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting together with the Bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting together with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assump-tions or other factors.
Berlin, October 10, 2024
TLG IMMOBILIEN AG
Management Board
Bidder:
TLG IMMOBILIEN AG
Alexanderstraße 1
10178 Berlin
Germany
registered with the commercial register of the local court (Amtsgericht) Charlottenburg under HRB 161314 B
ISIN: DE000A12B8Z4
Target Company:
WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft
Alexanderstraße 1
10178 Berlin
Germany
registered with the commercial register of the local court (Amtsgericht) Frankfurt am Main under HRB 55695
ISIN: DE000A1X3X33
The offer document will be published on the Internet once such publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) at:
https://www.tlg.de/investor-relations/delisting-angebot-wcm-ag
Today, on October 10, 2024, TLG IMMOBILIEN AG (the "Bidder"), with its registered office in Berlin, Germany, has decided to submit a public delisting tender offer (the "Delisting Offer") pursuant to Section 39 para. 2 sent. 3 no. 1 BörsG in the form of a cash offer to the shareholders of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft (the "Company"), with its registered of-fice in Frankfurt am Main, Germany, to acquire all no-par value bearer shares in the Company, each with a notional interest in the share capital of EUR 1.00 (ISIN DE000A1X3X33) (the "WCM Shares"), which are not already held by the Bidder.
The Bidder currently holds a share of approx. 98.05 % of the share capital of the Company. Under the Delisting Offer, the Bidder will offer EUR 2.01 in cash as consideration for each WCM Share tendered to the Bidder for acceptance, subject to the determination of the minimum price and the final determination in the offer document. The offer will not include any closing conditions.
The Delisting Offer will otherwise be made on the terms and conditions set forth in the offer docu-ment. To the extent legally permissible, the Bidder reserves the right to deviate from the basic information described herein.
The Company has undertaken towards the Bidder to apply for the revocation of the admission to trading of the WCM Shares on the regulated market (Regulierter Markt) each of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (General Standard), the Hamburg Stock Exchange (Börse Hamburg) and the Stuttgart Stock Exchange (Börse Stuttgart) (so-called Delisting) prior to the expiration of the acceptance period of the Delisting Offer. In addition, the Company has under-taken towards the Bidder to take all reasonable actions to terminate the inclusion of WCM Shares in the open market (Freiverkehr), insofar as this inclusion took place at the request of the Company.
Important Notice:
This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of the Company. The final terms and further provisions regarding the delisting tender offer will be disclosed in the offer document after its publication has been ap-proved by the German Federal Financial Supervisory Authority (Bundesanstalt für Fi-nanzdienstleistungsaufsicht). To the extent legally permissible, the Bidder reserves the right to de-viate in the final terms of the delisting tender offer from the basic information described herein. Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the delisting tender 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 Übernahme-gesetz), the German Stock Exchange Act (Börsengesetz), 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). Thus, no other announce-ments, registrations, admissions or approvals of the offer outside of the Federal Republic of Ger-many have been filed, arranged for or granted. Investors in, and holders of, securities in the Com-pany cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public tender offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.
The Bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the offer on or off the stock exchange. If such further acquisitions take place, infor-mation about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction.
To the extent any announcements in this document contain forward-looking statements, such state-ments do not represent facts and are characterized by the words "will", "expect", "believe", "esti-mate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting together with the Bidder. Such forward-looking statements are based on current plans, estimates and fore-casts, which the Bidder and the persons acting together with the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting together with the Bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting together with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assump-tions or other factors.
Berlin, October 10, 2024
TLG IMMOBILIEN AG
Management Board
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