21 February 2013
20 February 2013
18 February 2013
11 February 2013
Dyckerhoff Aktiengesellschaft: Initiation of squeeze-out procedure
Ad hoc announcement according to § 15 WpHG.
Wiesbaden, February 8, 2013
Today, Buzzi Unicem SpA submitted to the Management Board of Dyckerhoff Aktiengesellschaft, Wiesbaden, the request according to Section 327a para. 1 sent. 1 German Stock Corporation Act (Aktiengesetz - AktG) for a resolution to be adopted at a shareholders' meeting of Dyckerhoff Aktiengesellschaft to transfer the shares held by the remaining shareholders (minority shareholders) of Dyckerhoff Aktiengesellschaft to Buzzi Unicem SpA (principal shareholder) in return for an adequate cash compensation (so called squeeze-out).
Buzzi Unicem SpA directly and indirectly, due to the attribution of shares according to Section 327a para. 2, Section 16 para. 4 AktG, holds a total interest of 96.64 percent of the share capital of Dyckerhoff Aktiengesellschaft and therefore is principal shareholder of Dyckerhoff Aktiengesellschaft within the meaning of Section 327a para. 1 sent. 1 AktG.
The resolution regarding the squeeze-out of the other shareholders (minority shareholders) shall be adopted at the next general shareholders' meeting of Dyckerhoff Aktiengesellschaft. The previously scheduled date (May 7, 2013) for the general shareholders' meeting will probably be postponed to July 2013. The exact date of the general shareholders' meeting will be announced on the company's website shortly.
Dyckerhoff Aktiengesellschaft
Management Board
16 January 2013
15 January 2013
Squeeze-out initiated for DOUGLAS HOLDING AG
Frankfurt am Main, 15 January 2013 - Beauty Holding Three AG, a holding company indirectly held in part by funds advised by Advent International and in part by the Kreke family, today initiated a squeeze-out of minorityshareholders against payment of a cash compensation in order to acquire all shares in DOUGLAS HOLDING AG.
At over 95 percent, the size of Beauty Holding Three AG´s shareholding in DOUGLAS HOLDING AG facilitates a squeeze-out of the minority shareholders and hence a de-listing of DOUGLAS HOLDING AG. To this end, DOUGLAS HOLDING AG has been notified of Beauty Holding Three AG´s request for a resolution to be passed at the next general meeting, under which all shares held by minority shareholders are to be transferred by way of a squeeze-out to Beauty Holding Three AG as majority shareholder. The size of the cash compensation will be determined at a later date. The next general meeting of DOUGLAS HOLDING AG is due to be held in May 2013.
Beauty Holding Three AG had published a voluntary public tender offer on October 31, 2012; the tender offer was accepted by a large number of shareholders. In total, Beauty Holding Three AG now holds 96.17 percent of shares in DOUGLAS HOLDING AG. As the 95 percent threshold has been passed, all shareholders who have so far not accepted the tender offer during the acceptance period or the additional acceptance period can tender their shares for the price of EUR 38 per share in cash during a further tender period ending at midnight CET on March 20, 2013.
Ranjan Sen, General Manager of Advent International GmbH in Frankfurt: ´The high acceptance rate of over 95 percent makes the squeeze-out the logical next step for the partnership with DOUGLAS HOLDING and the Kreke family. Under the new, stable ownership structure, DOUGLAS Group will benefit from the de-listing and a significant reduction in regulatory requirements.´
Further information on the public tender offer may be accessed on www.douglas-offer.com.
About DOUGLAS HOLDING AG
With annual sales of more than EUR 3 billion, the DOUGLAS Group ranks amongst the leading European retailers. As a company listed in the MDAX the DOUGLAS Group represents ´Excellence in Retailing´ - with outstanding service, top quality products, an experiential store ambiance, and the friendliest employees in the business. The Group´s five retail divisions - Douglas perfumeries, Thalia bookstores, Christ jewelry stores, AppelrathCüpper fashion stores, and Hussel confectioneries - are among the market leaders and trendsetters in their respective sectors. The more than 24,000 employees provide a high level of service in the 1,900 specialty stores. In its state-of-the-art online shops the DOUGLAS Group also offers its outstanding service on the Internet.
For further information please go to www.douglas-holding.com.
About Advent International
Founded in 1984, Advent International is one of the world´s leading global buyout firms, with offices in 16 countries on four continents. Advent International is advised on investments in Germany by Advent International GmbH, Frankfurt. A driving force in international private equity for more than 28 years, Advent International has built an unparalleled global platform of over 170 investment professionals across Western and Central Europe, North America, Latin America and Asia. The firm focuses on international buyouts, strategic repositioning opportunities and growth buyouts in five core sectors, working actively with management teams to drive revenue growth and earnings improvements in portfolio companies. Since inception, Advent International has raised EUR 28 billion (USD 37 billion) in private equity capital and, through its buyout programmes, has completed 279 transactions in 35 countries.
For further information please go to www.adventinternational.com.
Important legal information / Disclaimer
This announcement is neither an offer to purchase nor an invitation to submit for sale the shares of DOUGLAS HOLDING AG. The terms and conditions of the takeover offer as well as other provisions pertaining to the takeover offer are solely governed by the offer document which is published in the internet under http://www.douglas-offer.com. (...)
At over 95 percent, the size of Beauty Holding Three AG´s shareholding in DOUGLAS HOLDING AG facilitates a squeeze-out of the minority shareholders and hence a de-listing of DOUGLAS HOLDING AG. To this end, DOUGLAS HOLDING AG has been notified of Beauty Holding Three AG´s request for a resolution to be passed at the next general meeting, under which all shares held by minority shareholders are to be transferred by way of a squeeze-out to Beauty Holding Three AG as majority shareholder. The size of the cash compensation will be determined at a later date. The next general meeting of DOUGLAS HOLDING AG is due to be held in May 2013.
Beauty Holding Three AG had published a voluntary public tender offer on October 31, 2012; the tender offer was accepted by a large number of shareholders. In total, Beauty Holding Three AG now holds 96.17 percent of shares in DOUGLAS HOLDING AG. As the 95 percent threshold has been passed, all shareholders who have so far not accepted the tender offer during the acceptance period or the additional acceptance period can tender their shares for the price of EUR 38 per share in cash during a further tender period ending at midnight CET on March 20, 2013.
Ranjan Sen, General Manager of Advent International GmbH in Frankfurt: ´The high acceptance rate of over 95 percent makes the squeeze-out the logical next step for the partnership with DOUGLAS HOLDING and the Kreke family. Under the new, stable ownership structure, DOUGLAS Group will benefit from the de-listing and a significant reduction in regulatory requirements.´
Further information on the public tender offer may be accessed on www.douglas-offer.com.
About DOUGLAS HOLDING AG
With annual sales of more than EUR 3 billion, the DOUGLAS Group ranks amongst the leading European retailers. As a company listed in the MDAX the DOUGLAS Group represents ´Excellence in Retailing´ - with outstanding service, top quality products, an experiential store ambiance, and the friendliest employees in the business. The Group´s five retail divisions - Douglas perfumeries, Thalia bookstores, Christ jewelry stores, AppelrathCüpper fashion stores, and Hussel confectioneries - are among the market leaders and trendsetters in their respective sectors. The more than 24,000 employees provide a high level of service in the 1,900 specialty stores. In its state-of-the-art online shops the DOUGLAS Group also offers its outstanding service on the Internet.
For further information please go to www.douglas-holding.com.
About Advent International
Founded in 1984, Advent International is one of the world´s leading global buyout firms, with offices in 16 countries on four continents. Advent International is advised on investments in Germany by Advent International GmbH, Frankfurt. A driving force in international private equity for more than 28 years, Advent International has built an unparalleled global platform of over 170 investment professionals across Western and Central Europe, North America, Latin America and Asia. The firm focuses on international buyouts, strategic repositioning opportunities and growth buyouts in five core sectors, working actively with management teams to drive revenue growth and earnings improvements in portfolio companies. Since inception, Advent International has raised EUR 28 billion (USD 37 billion) in private equity capital and, through its buyout programmes, has completed 279 transactions in 35 countries.
For further information please go to www.adventinternational.com.
Important legal information / Disclaimer
This announcement is neither an offer to purchase nor an invitation to submit for sale the shares of DOUGLAS HOLDING AG. The terms and conditions of the takeover offer as well as other provisions pertaining to the takeover offer are solely governed by the offer document which is published in the internet under http://www.douglas-offer.com. (...)
29 December 2012
Derby Cycle AG: Squeeze out resolution entered into Commercial Register
Transfer of minority shareholders' shares against payment of adequate cash compensation comes into effect
ad-hoc disclosure pursuant to section 15 of the WpHG
Derby Cycle AG intends to apply for revocation of the admission of the shares of Derby Cycle AG to the regulated market (regulierter Markt) and the regulated market sub-segment with additional post-admission listing obligations (Prime Standard) of the Frankfurt Stock Exchange today. The Frankfurt Stock Exchange will decide on a suspension of trading until the admission is revoked. The delisting of the shares of the Derby Cycle AG is expected to be effected shortly.
28 November 2012
AIRE GmbH & Co. KGaA: Substantiation of the request for the exclusion of minority shareholders and determination of cash compensation
ad-hoc disclosure pursuant to section 15 of the WpHG of 7 November 2012
AIG Century GmbH & Co. KGaA with seat in Frankfurt am Main, which holds approx. 93.79% of the shares in AIRE GmbH & Co. KGaA, has informed AIRE GmbH & Co. KGaA on 17 September 2012 that it requests in connection with an intended merger under the German Transformation Act (Umwandlungsgesetz) of AIRE GmbH & Co. KGaA as transferring entity into AIG Century GmbH & Co. KGaA as surviving entity that the shareholders' meeting of AIRE GmbH & Co. KGaA shall resolve upon the transfer of shares of the minority shareholders against adequate cash compensation. The merger agreement between AIG Century GmbH & Co. KGaA and AIRE GmbH & Co. KGaA shall be concluded in notarized form on 9 November 2012.
AIG Century GmbH & Co. KGaA substantiated and confirmed this request today. With letter as of today's date it addressed the request to AIRE GmbH & Co. KGaA that in connection with an intended merger under the German Transformation Act (Umwandlungsgesetz) of AIRE GmbH & Co. KGaA as transferring entity into AIG Century GmbH & Co. KGaA as surviving entity the shareholders' meeting of AIRE GmbH & Co. KGaA shall resolve upon the transfer of shares of the minority shareholders to AIG Century GmbH & Co. KGaA against cash compensation in the amount of EUR 19.75 for each no-par-value share of AIRE GmbH & Co. KGaA.
Further inquiry note:
Ulrich W. Reinholdt
Tel.: +49 (0)69 97 11 32 25
Email: ulrich.reinholdt@aig.com
AIG Century GmbH & Co. KGaA with seat in Frankfurt am Main, which holds approx. 93.79% of the shares in AIRE GmbH & Co. KGaA, has informed AIRE GmbH & Co. KGaA on 17 September 2012 that it requests in connection with an intended merger under the German Transformation Act (Umwandlungsgesetz) of AIRE GmbH & Co. KGaA as transferring entity into AIG Century GmbH & Co. KGaA as surviving entity that the shareholders' meeting of AIRE GmbH & Co. KGaA shall resolve upon the transfer of shares of the minority shareholders against adequate cash compensation. The merger agreement between AIG Century GmbH & Co. KGaA and AIRE GmbH & Co. KGaA shall be concluded in notarized form on 9 November 2012.
AIG Century GmbH & Co. KGaA substantiated and confirmed this request today. With letter as of today's date it addressed the request to AIRE GmbH & Co. KGaA that in connection with an intended merger under the German Transformation Act (Umwandlungsgesetz) of AIRE GmbH & Co. KGaA as transferring entity into AIG Century GmbH & Co. KGaA as surviving entity the shareholders' meeting of AIRE GmbH & Co. KGaA shall resolve upon the transfer of shares of the minority shareholders to AIG Century GmbH & Co. KGaA against cash compensation in the amount of EUR 19.75 for each no-par-value share of AIRE GmbH & Co. KGaA.
Further inquiry note:
Ulrich W. Reinholdt
Tel.: +49 (0)69 97 11 32 25
Email: ulrich.reinholdt@aig.com
27 November 2012
22 November 2012
SCA Hygiene Products SE: Submission of squeeze-out request by SCA Group Holding B.V.
Ad hoc announcement according to § 15 WpHG
Munich, 21 November 2012
SCA Hygiene Products SE
Management Board
Today, SCA Group Holding B.V., Amsterdam/The Netherlands, has submitted to the management board of SCA Hygiene Products SE a request pursuant to section 327a of the German Stock Corporation Act (Aktiengesetz) that general meeting of SCA Hygiene Products SE shall resolve on the transfer of the shares of the minority shareholders to SCA Group Holding B.V. against adequate cash compensation.
SCA Group Holding B.V. directly holds 6,851,067 no-par-value shares and thus 96,6% of the registered share capital of the company.
Munich, 21 November 2012
SCA Hygiene Products SE
Management Board
09 November 2012
TAG Immobilien AG: Squeeze-out at Bau-Verein zu Hamburg AG successfully completed - TAG Immobilien AG now owns 100 percent of shares
(Hamburg, 9 November 2012) - TAG Immobilien AG ('TAG' in the following) had initiated a 'squeeze-out' process to eliminate minority shareholders at Bau-Verein zu Hamburg Aktien-Gesellschaft (WKN 517900, ISIN DE0005179006) ('Bau-Verein' in the following) in accordance with §§ 327a ff AktG. The Annual General Meeting of Bau-Verein on 29 August 2012 ratified the squeeze-out of minority shareholders for a cash settlement of EUR 4.55 per share. The squeeze-out procedure was successfully concluded with the entry of this resolution in the commercial register on 9 November 2012, and Bau-Verein is now a wholly owned subsidiary of TAG Immobilien AG. Further to this procedure, Bau-Verein shares will be delisted from the Frankfurt Stock Exchange and the Hanseatic Stock Exchange in Hamburg.
Rolf Elgeti, CEO of TAG, comments: 'We are pleased at the successful conclusion of the procedure. This further simplifies TAG's structure and increases transparency for our shareholders. At the same time, we save the considerable costs of listing Bau-Verein.'
Press enquiries:
TAG Immobilien AG
Investor & Public Relations
Britta Wöhner / Dominique Mann
Phone +49 40 380 32 0
Fax +49 40 380 32 390
pr@tag-ag.com
Rolf Elgeti, CEO of TAG, comments: 'We are pleased at the successful conclusion of the procedure. This further simplifies TAG's structure and increases transparency for our shareholders. At the same time, we save the considerable costs of listing Bau-Verein.'
Press enquiries:
TAG Immobilien AG
Investor & Public Relations
Britta Wöhner / Dominique Mann
Phone +49 40 380 32 0
Fax +49 40 380 32 390
pr@tag-ag.com
20 October 2012
Graphit Kropfmühl AG: Commercial register registers squeeze-out and merger
Ad hoc announcement according to § 15 WpHG
Kropfmühl, Germany, October 19, 2012 --- On October 17th 2012 the commercial register of the local court Munich filed the note regarding the resolution of the annual general meeting of Graphit Kropfmühl Aktiengesellschaft from August 27th 2012 to transfer the shares of the minority shareholders of Graphit Kropfmühl Aktiengesellschaft in connection with a merger of Graphit Kropfmühl Aktiengesellschaft into AMG Mining AG in return for adequate cash compensation in the amount of EUR 31,92 per share and the merger of Graphit Kropfmühl Aktiengesellschaft into AMG Mining AG in the commercial register of the company.
Today the merger of Graphit Kropfmühl Aktiengesellschaft into the major shareholder became effective via the registration in the commercial register of AMG Mining AG. Therefore Graphit Kropfmühl Aktiengesellschaft ceased to exist. Name and trademark are retained via the wholly owned subsidiary GK Graphit Kropfmühl GmbH. The resolution of the annual general meeting from August 27th 2012 regarding the transfer of the shares held by the minority shareholders to the majority shareholder in return for a cash compensation in the amount of EUR 31,92 per share in accordance with § 62 subsection 5 of the German Transformation Act (Umwandlungsgesetz) in connection with § 327a et seq. of the German Stock Companies Act (Aktiengesetz) came into effect simultaneously with this registration in the commercial register. For this reason all shares of the minority shareholders of Graphit Kropfmühl Aktiengesellschaft have been transferred to the major shareholder at the same time.
The trading in shares of Graphit Kropfmühl Aktiengesellschaft will be suspended shortly. Stock exchange dealings taking place in the meantime are only trading in cash compensation claims of the minority shareholders. Details regarding the settlement of the cash compensation will be published separately by AMG Mining AG.
About the Company
Graphit Kropfmühl AG specialises in the production of silicon-metal and is a leading global provider of refined natural graphite with sites in Europe, Asia and Africa. The Company, which is listed in the Prime Standard (ISIN: DE0005896005), offers its customers silicon-metal and graphite for a wide range of different applications. Silicon-metal is employed in the chemicals, aluminium, semi-conductor and solar cell industries. High quality graphite is used in products such as lubricants, carbon brushes in electrical motors and in the chemicals industries for insulation and energy saving solutions.
Kropfmühl, Germany, October 19, 2012 --- On October 17th 2012 the commercial register of the local court Munich filed the note regarding the resolution of the annual general meeting of Graphit Kropfmühl Aktiengesellschaft from August 27th 2012 to transfer the shares of the minority shareholders of Graphit Kropfmühl Aktiengesellschaft in connection with a merger of Graphit Kropfmühl Aktiengesellschaft into AMG Mining AG in return for adequate cash compensation in the amount of EUR 31,92 per share and the merger of Graphit Kropfmühl Aktiengesellschaft into AMG Mining AG in the commercial register of the company.
Today the merger of Graphit Kropfmühl Aktiengesellschaft into the major shareholder became effective via the registration in the commercial register of AMG Mining AG. Therefore Graphit Kropfmühl Aktiengesellschaft ceased to exist. Name and trademark are retained via the wholly owned subsidiary GK Graphit Kropfmühl GmbH. The resolution of the annual general meeting from August 27th 2012 regarding the transfer of the shares held by the minority shareholders to the majority shareholder in return for a cash compensation in the amount of EUR 31,92 per share in accordance with § 62 subsection 5 of the German Transformation Act (Umwandlungsgesetz) in connection with § 327a et seq. of the German Stock Companies Act (Aktiengesetz) came into effect simultaneously with this registration in the commercial register. For this reason all shares of the minority shareholders of Graphit Kropfmühl Aktiengesellschaft have been transferred to the major shareholder at the same time.
The trading in shares of Graphit Kropfmühl Aktiengesellschaft will be suspended shortly. Stock exchange dealings taking place in the meantime are only trading in cash compensation claims of the minority shareholders. Details regarding the settlement of the cash compensation will be published separately by AMG Mining AG.
About the Company
Graphit Kropfmühl AG specialises in the production of silicon-metal and is a leading global provider of refined natural graphite with sites in Europe, Asia and Africa. The Company, which is listed in the Prime Standard (ISIN: DE0005896005), offers its customers silicon-metal and graphite for a wide range of different applications. Silicon-metal is employed in the chemicals, aluminium, semi-conductor and solar cell industries. High quality graphite is used in products such as lubricants, carbon brushes in electrical motors and in the chemicals industries for insulation and energy saving solutions.
05 October 2012
Comarch Software und Beratung AG: Entering of the Squeeze-out Resolution in the Trade Register
On August 13, 2012, the General Meeting of Comarch und Beratung AG has decided, amongst others, the transfer of the shares of the minority shareholders of Comarch Software und Beratung AG to the main shareholder Comarch AG with its seat in Dresden against granting of a suitable cash compensation according to Sections 327a et seq. AktG.
The transfer resolution has been entered in the trade register of Comarch Software Software und Beratung AG at the District Court Munich (HRB 111531) on October 1, 2012.
Upon entering the transfer resolution in the trade register, by operation of law all shares of the minority shareholders have passed to Comarch AG with its seat in Dresden against granting of the cash compensation in the amount of EUR 2.95 per share. Hence, the listing of the shares of Comarch Software und Beratung AG at the stock exchange will probably be terminated shortly. The stock exchange trading still taking place until then is merely trading in the minority shareholders' claims to the cash compensation.
Further information:
Lukasz Wasek, Investor Relations,
Comarch Software und Beratung AG,
Messerschmittstr. 4, 80992 München
The transfer resolution has been entered in the trade register of Comarch Software Software und Beratung AG at the District Court Munich (HRB 111531) on October 1, 2012.
Upon entering the transfer resolution in the trade register, by operation of law all shares of the minority shareholders have passed to Comarch AG with its seat in Dresden against granting of the cash compensation in the amount of EUR 2.95 per share. Hence, the listing of the shares of Comarch Software und Beratung AG at the stock exchange will probably be terminated shortly. The stock exchange trading still taking place until then is merely trading in the minority shareholders' claims to the cash compensation.
Further information:
Lukasz Wasek, Investor Relations,
Comarch Software und Beratung AG,
Messerschmittstr. 4, 80992 München
21 July 2012
net mobile AG: Squeeze out request to Bankverein Werther Aktiengesellschaft submitted
net mobile AG by now holds shares in the amount of 95.16% of the registered share capital of Bankverein Werther Aktiengesellschaft, after the takeover of Bankverein Werther Aktiengesellschaft, based in Werther, in 2011. Today net mobile AG has sent a request pursuant to Sec. 327a para. 1 AktG (German Stock Corporation Act) to the management board of Bankverein Werther Aktiengesellschaft, to let the General Meeting of Bankverein Werther Aktiengesellschaft resolve the transfer of the minority shareholders' shares to net mobile AG as principle shareholder against payment of an appropriate cash compensation. The amount of the appropriate cash compensation payable by net mobile AG to the minority shareholders of Bankverein Werther Aktiengesellschaft will be determined, inter alia, through a business valuation of Bankverein Werther Aktiengesellschaft and will be determined by net mobile AG in due course.
Düsseldorf, July 20th 2012
net mobile AG
The Management Board
Düsseldorf, July 20th 2012
net mobile AG
The Management Board
12 July 2012
Graphit Kropfmühl AG: AMG Mining AG substantiates squeeze-out request and determines the cash compensation for the squeeze-out at EUR 31.92 per share
Kropfmühl, 10 July 2012 - AMG Mining AG with registered seat in Munich, which owns approximately 93.59 % of the share capital and the shares in Graphit Kropfmühl AG, informed the management board of Graphit Kropfmühl AG (Deutsche Börse: 'GKR') on 1 June 2012 on AMG Mining AG's request to have the general meeting of Graphit Kropfmühl AG resolve on a transfer of the shares of the minority shareholders against payment of an adequate cash compensation in connection with the intended merger of Graphit Kropfmühl AG into AMG Mining AG. AMG Mining AG and Graphit Kropfmühl AG have entered into a notarial merger agreement on 5 July 2012.
Today AMG Mining AG has confirmed and substantiated this request. Pursuant to a letter dated today AMG Mining AG has requested the management board of Graphit Kropfmühl AG to have the general meeting of Graphit Kropfmühl AG resolve on a transfer of the shares of the minority shareholders to AMG Mining AG in connection with the merger of Graphit Kropfmühl AG into AMG Mining AG against payment of a cash compensation in an amount of EUR 31.92 per share in Graphit Kropfmühl AG.
Information on the company
Graphit Kropfmühl AG is a specialist in the production of silicon-metal and a globally leading supplier of refined natural graphite, with locations in Europe, Asia and Africa. The company, which is listed in the Prime Standard (ISIN: DE0005896005), provides its customers with silicon-metal and graphite solutions for the most versatile applications. Silicon-metal is used in the chemical, aluminium, semiconductor and solar cell industries. High-quality graphite among other things is used in lubricants, carbon brushes for electric motors, and in the chemical industry, for example for
thermal insulation and energy saving programs.
Today AMG Mining AG has confirmed and substantiated this request. Pursuant to a letter dated today AMG Mining AG has requested the management board of Graphit Kropfmühl AG to have the general meeting of Graphit Kropfmühl AG resolve on a transfer of the shares of the minority shareholders to AMG Mining AG in connection with the merger of Graphit Kropfmühl AG into AMG Mining AG against payment of a cash compensation in an amount of EUR 31.92 per share in Graphit Kropfmühl AG.
Information on the company
Graphit Kropfmühl AG is a specialist in the production of silicon-metal and a globally leading supplier of refined natural graphite, with locations in Europe, Asia and Africa. The company, which is listed in the Prime Standard (ISIN: DE0005896005), provides its customers with silicon-metal and graphite solutions for the most versatile applications. Silicon-metal is used in the chemical, aluminium, semiconductor and solar cell industries. High-quality graphite among other things is used in lubricants, carbon brushes for electric motors, and in the chemical industry, for example for
thermal insulation and energy saving programs.
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