GCI to launch offer for AIXTRON SE

Finance news

• Chinese investor Fujian Grand Chip Investment Fund LP (FGC) will launch a voluntary public takeover offer through its indirect German subsidiary Grand Chip Investment GmbH (GCI) for AIXTRON¹ SE
• Voluntary public takeover offer will be for all of AIXTRON’s outstanding shares - including shares represented by American depository shares (“ADS”)
• Shareholders will be offered 6.00 Euros in cash per AIXTRON share valuing AIXTRON at approximately 670 million Euros
• The offer reflects a 50.7% premium to three month volume weighted average share price prior to announcement
• AIXTRON and FGC view the transaction as an opportunity to grow and to expand the company and its workforce - the transaction is not directed towards cost or staff reductions
• R&D competency & technologies will be maintained at AIXTRON’s existing technology centers
• AIXTRON shall further strengthen its technology and IP portfolio, which shall remain vested with AIXTRON
• AIXTRON’s legal domicile and headquarters will remain in Herzogenrath, Germany
• Executive and Supervisory Board support the transaction
• AIXTRON’s customers will benefit from further enhancement of strong product portfolio and customer support

Herzogenrath, May 23, 2016 – AIXTRON SE (FSE: AIXA; NASDAQ: AIXG) and the Fujian Grand Chip Investment Fund LP (“FGC”) today announced that AIXTRON SE (“AIXTRON”) and Grand Chip Investment GmbH (“GCI”), a 100% indirect subsidiary of FGC, have entered into an agreement. FGC is a Chinese investment fund which is controlled and managed by Mr. Zhendong Liu (“Mr. Liu”), FGC’s Managing Partner. Mr. Liu is a Chinese businessman and private investor.

Pursuant to the agreement, GCI will launch a voluntary public takeover offer to acquire all of the outstanding ordinary shares, including all ordinary shares represented by AIXTRON ADS. Under the terms of the agreement, AIXTRON shareholders will be offered 6.00 Euros in cash per each ordinary share. The transaction values AIXTRON’s equity, including net cash, at approximately 670 million Euros and reflects a 50.7% premium to the three-month volume weighted average share price prior to announcement.

This transaction will support the long-term future of AIXTRON. In a rapidly changing market environment, the transaction provides the opportunity for AIXTRON to continue its investment in its R&D portfolio to enable future growth across AIXTRON’s technology areas.

The transaction will support AIXTRON’s long-term R&D activities to bring new products and technologies to market, support the execution of AIXTRON’s current strategy and technology roadmaps and improve AIXTRON’s ability to compete and grow in China.

Executive and Supervisory Board support the transaction. “We fully support this transaction as it provides immediate value to our shareholders while also enabling AIXTRON to bring their new products to market. With FGC we have found a partner that will provide local market insights to support our business objectives in Asia,” said Kim Schindelhauer, Chairman of the Supervisory Board of AIXTRON.

“The transaction allows us to address our short term challenges, and to strengthen our long-term future prospects by enabling us to execute on our roadmaps across all our technology areas,” said Martin Goetzeler, Chief Executive Officer of AIXTRON. “The transaction also is great news for our employees. It will provide us with a long-term horizon to promote the further development of new products, and we will need the best talent to do so. In addition, our customers will benefit from stronger support and execution of their roadmaps”, he adds. Both AIXTRON and FGC view the transaction as an opportunity to grow and expand the Company and its workforce and have agreed that the transaction is not directed towards cost or staff reductions.

FGC to support AIXTRON’s strategy

“Through this transaction we will support AIXTRON in gaining stronger access to the Chinese market and establishing AIXTRON as a local provider amongst Chinese partners. We are committed to support the necessary investments for AIXTRON and to enhance its product portfolio. We share the vision to further develop AIXTRON to become one of the top players in the semiconductor industry. AIXTRON is a cornerstone in our overall investment strategy”, said Mr. Liu, Managing Partner of FGC. “This transaction is a good deal for everyone. Enabling future growth for AIXTRON will lead to a strengthening of the employee base. Customers will continue to be provided with the excellent standard in quality that AIXTRON is known for as well as state of the art new technologies and products,” he adds.

FGC intends to support AIXTRON’s strategy going forward. AIXTRON’s legal domicile, headquarters will remain in Herzogenrath, Germany. R&D competency and AIXTRON’s existing technology will be maintained at the existing technology centers. FGC has also agreed that AIXTRON shall further strengthen its technology and IP Portfolio, which shall remain vested with AIXTRON, including in Germany. AIXTRON’s existing global set up will be maintained and expanded with AIXTRON’s three technology hubs in Herzogenrath (Germany), Cambridge (UK) and Sunnyvale (USA) leveraging their close proximity to leading high tech eco-systems and the core markets for its technology. Further international technology hubs may be established.

Management remains in place and governance continuity is ensured

Martin Goetzeler is to remain CEO of AIXTRON and Dr. Bernd Schulte is to remain in his function as COO. The Management Board will be fully supported by FGC in the continuous execution of AIXTRON’s strategy and business plan.

AIXTRON’s Supervisory Board shall continue to consist of six members.

Transaction Structure

The transaction will be implemented through a voluntary public takeover offer of GCI for all outstanding ordinary shares of AIXTRON, including all shares of AIXTRON represented by AIXTRON ADS.

GCI expects the offer to commence in July 2016 after approval of the offer document by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht / BaFin). The offer will be subject to certain conditions precedent, including regulatory approvals and a minimum acceptance threshold of 60% of all of AIXTRON’s issued shares, including shares represented by ADS.

Closing is expected in the second half of 2016.

Financing Structure of the Transaction

Approximately RMB 1.7 billion, equal to approx. EUR 231 million², of equity financing will be provided by FGC. The remainder of the transaction is to be financed by debt facilities.

Advisors

J.P. Morgan is acting as financial advisor to AIXTRON, and White & Case LLP is serving as legal advisor, to AIXTRON. Buttonwood Finance Ltd. is acting as investment advisor and Deutsche Bank is acting as financial advisor to FGC, and Paul Hastings LLP and Glade Michel Wirtz are serving as legal advisors to FGC.

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[1] In this document, unless the context otherwise requires, references to ‘‘AIXTRON”, “the AIXTRON Group’’, the ‘‘Group’’ or ‘‘the Company’’ are to AIXTRON SE and its consolidated subsidiaries. References to ‘‘Management’’ are to the Executive Board of AIXTRON SE.

[2] According to the following conversion rate which was published by ECB on May 20. 2016 at 15:00 CET: EUR 1 = RMB 7.3456.

GCI to launch offer for AIXTRON SE

Ad Hoc Release

AIXTRON SE (FSE: AIXA; NASDAQ: AIXG) (“AIXTRON”) and Grand Chip Investment GmbH (“Grand Chip Investment”), a 100% indirect subsidiary of Fujian Grand Chip Investment Fund LP (“FGC”), have today entered into an agreement to take over AIXTRON. Fujian Grand Chip Investment Fund LP is a Chinese investment fund; 51% of which is held by the Chinese business man Zhendong Liu and 49% by Xiamen Bohao Investment Ltd. 

Pursuant to the agreement, Grand Chip Investment has today announced its decision to launch a voluntary public takeover offer to acquire all of the outstanding ordinary shares of AIXTRON SE, including all ordinary shares represented by AIXTRON ADS. Under the terms of the agreement, AIXTRON shareholders will be offered 6.00 Euros in cash per each ordinary share. The transaction values AIXTRON’s equity, including net cash, at approximately 670 million Euros and reflects a 50.7% premium to the three-month volume weighted average share price prior to announcement. The offer shall be subject to certain closing conditions, including regulatory approvals and a minimum acceptance threshold of 60% of all of AIXTRON’s outstanding shares.

The agreement sets out the purpose and the principal terms of the transaction with FGC and the future strategy. FGC intends to support AIXTRON’s strategy going forward. R&D competency and AIXTRON’s existing technology shall be maintained at the existing technology centers. FGC has also agreed that AIXTRON shall further strengthen its technology and IP Portfolio, which shall remain vested with AIXTRON, including in Germany. AIXTRON’s existing global set up will be maintained and expanded with AIXTRON’s three technology hubs in Herzogenrath (Germany), Cambridge (UK) and Sunnyvale (USA). Further international technology hubs may be established. AIXTRON’s legal domicile and headquarters shall remain in Herzogenrath, Germany.

In the event the takeover is successful, Martin Goetzeler is to remain CEO of AIXTRON and Dr. Bernd Schulte is to remain in his function as COO.  Following a successful closing of the transaction it is anticipated that Grand Chip Investment will nominate four candidates to the six-member Supervisory Board. 

Higher compensation for Postbank shares?

In the judicial review proceeding with regard to the domination agreement with Deutsche Postbank AG, the court appointed appraiser, Prof. Dr. Christian Aders (ValueTrust), estimates EUR 29.74 to be an adequate compensation for a Postbank share.

http://spruchverfahren.blogspot.de/2016/04/gerichtlicher-sachverstandiger-kommt.html

XING group "Unternehmensbewertung & Spruchverfahren"

 https://www.xing.com/communities/groups/unternehmensbewertung-and-spruchverfahren-1799-1077308

Konica Minolta Inc. buys 65% of MOBOTIX AG

MOBOTIX AG announced on 29 March 2016 that Konica Minolta Inc. had bought about 65% of its shares from two former major shareholders.

http://spruchverfahren.blogspot.de/2016/04/mobotix-ag-konica-minolta-inc-erwirbt.html

New LinkedIn group "Shareholders in Germany"

https://www.linkedin.com/grp/home?gid=8290910

DMG MORI CO., LTD. to sign domination agreement with DMG MORI AKTIENGESELLSCHAFT

DMG MORI CO., LTD. announced on 6 April 2016  that it now owns more than 75% of the shares of DMG MORI AKTIENGESELLSCHAFT (formerly Gildemeister) and would sign a domination and profit transfer agreement (Beherrschungs- und Gewinnabführungsvertrag).

http://spruchverfahren.blogspot.de/2016/04/dmg-mori-co-ltd-beabsichtigt-abschluss.html

Diebold announces domination agreement with Wincor Nixdorf Aktiengesellschaft

With an official publication in Bundesanzeiger of 8 April 2016, Diebold, Incorporated and its subsidiary, Diebold Holding Germany Inc. & Co. KGaA, announced that they intend to sign a domination agreement (Beherrschungsvertrag) with Wincor Nixdorf Aktiengesellschaft, as well as probably a profit transfer agreement (Gewinnabführungsvertrag).

http://spruchverfahren.blogspot.de/2016/04/bevorstehender-beherrschungsvertrag-mit.html 

conwert Immobilien Invest SE: conwert will launch a voluntary public tender offer to KWG shareholders in connection with the delisting

Vienna

Voluntary public tender offer allows minority shareholders of KWG to sell their shares and delisting will reduce costs and administrative burden of KWG

conwert Immobilien Invest SE ("conwert") will launch a voluntary offer to acquire up to approx. 13.47% of the shares from the minority shareholders of KWG Kommunale Wohnen AG ("KWG") at a price of 10.80 EUR per share. The offer will be made in connection with the proposed delisting of KWG which is expected to take place on 20 April 2016. The voluntary public tender offer allows minority shareholders of KWG to sell their shares and the delisting will reduce costs and administrative burden of KWG.

conwert is the main shareholder of KWG, with a stake of slightly under 80%. The voluntary public tender offer will be limited in such a way that after completion of the offer conwert will own a maximum of 93% of KWG's share capital. In case shareholders tender more than approx. 13.47% of the shares into the offer, the declarations of acceptance will be considered on a pro rata basis. The respective offer document is expected to be published around 23 March 2016. The acceptance period will last about four weeks, and is expected to begin around 24 March 2016 and end around 21 April 2016.

On the basis of the offer price of 10.80 EUR per share, conwert is offering a premium of about 5.7% compared to the closing price of the KWG share on 8 March 2016, a premium of about 9.2% on the average volume-weighted share price in the last three months and a premium of about 18.8% on the average volume-weighted share price in the last 12 months. Accordingly, conwert provides an attractive exit opportunity for KWG shareholders willing to sell their shares. The constructive cooperation with the remaining KWG shareholders will be continued in the future.

The voluntary public tender offer is a further measure implemented within the context of the strategic focusing of the conwert Group and the optimisation of the group structure. For this purpose, in mid-February, conwert filed a request to transfer the shares of the minority shareholders of its subsidiary ECO Business-Immobilien AG against cash compensation.

........................

This release contains forward-looking estimates and statements that were made on the basis of the information available at this time. Forward-looking statements reflect the point of view at the time they are made. We would like to point out that the actual circumstances and, consequently, the actual results realised at a later date may differ from the forecasts presented here for a variety of reasons. 

Pankl Racing Systems AG: Voluntary public offer of Pierer Industrie AG to the shareholders of Pankl

Adhoc announcement according to article 48d section 1 BörseG

- Due to the complexity of the transaction the Takeover Commission needs additional time to review
- The tender document will temporarily not be published.

On 13 January 2016 Pierer Industrie AG has announced to submit a voluntary public offer pursuant to sections 4 et seq. Austrian Takeover Act to the shareholders of Pankl Racing Systems AG. Pierer Industrie AG has filed an application to extend the deadline for the filing of the tender document with the Takeover Commission to a maximum of 40 trading days.

On 17 February 2016 Pierer Industrie AG has filed the tender document including the confirmation of the external expert with the Takeover Commission.

On 3 March 2016 the Board of Directors of Pankl Racing Systems AG has been informed by Pierer Industrie AG that the Takeover Commission with notification dated 2 March 2016 has ordered that the tender document shall temporarily not be published as due to the complexity of the transaction and the corresponding legal issues relating to a public exchange offer the review of the tender document could not be completed within the deadline provided by Section 11 para 1 Austrian Takeover Act.

Legal disclaimer:
This ad-hoc release does neither constitute an offer to sell or an offer to acquire nor an intimation to submit a proposal for the acquisition or sale of securities of Pankl Racing Systems AG and/or CROSS Industries AG. It should be noted, that in Austria a public offer in relation to the shares of CROSS Industries AG connected with a voluntary public exchange offer is exempted from the prospectus requirement pursuant to Section 3 para. 1 lit 8 Austrian Capital Market Act.

IKB Deutsche Industriebank AG: IKB to file for delisting of shares

[Düsseldorf, 25 February 2016] With the approval of the Supervisory Board, the Board of Managing Directors of IKB Deutsche Industriebank AG has resolved to promptly file for the delisting of IKB shares (ISIN: DE 0008063306) on the open market (Primärmarkt) of the Düsseldorf stock exchange and to terminate the listing in the Entry Standard of the Frankfurt stock exchange. The delisting applies to trading on all stock exchanges on which the share was included at the instigation of IKB.

In particular, IKB is expecting to reduce complexity and its administrative expenses with the intended delisting. Given the low free float of 8.5%, there has been very limited trading in IKB shares in recent years. 91.5% of the shares are held by the majority shareholder Lone Star. Shareholders will be able to trade their shares on the stock markets until the delisting takes effect. Trading on stock markets is expected to remain possible for several months following IKB's application and termination.

Contact: Dr Jörg Chittka, tel.: +49 211 8221-4349;
Armin Baltzer, tel.: +49 211 8221-6236, e-mail: presse@ikb.de

IKB Deutsche Industriebank AG provides loans, risk management, capital market services and consulting services for small and medium-sized enterprises in Germany and Europe.

Squeeze out at net mobile AG initiated

CORPORATE NEWS

Dusseldorf, February 25, 2016 - DOCOMO Digital GmbH has initiated a squeeze out at net mobile AG. It informed the board of net mobile AG that it has now increased its shareholding to over 95% and has demanded a squeeze-out.

Following the public tender offer of 14 January 2016, DOCOMO Digital GmbH acquired shares in net mobile AG, so that its share ownership of net mobile AG has now risen to more than 95 percent. Consequently a decision on the exclusion of minority shareholders (squeeze out) will be made at the next AGM of net mobile AG. net mobile AG minority shareholders will receive a commensurate cash compensation for their shares.

About net mobile AG
net mobile AG is a leading international full-service provider of mobile value added services and payment solutions. The company, founded in November 2000, is regarded as an innovation leader in the marketplace. Clients worldwide include national and global mobile telecommunication providers, media companies, online shopping portals, brand name companies and television networks, for which complete white label solutions such as direct carrier billing and mobile television services are provided. Since December 2009, NTT DOCOMO, INC. is the main shareholder with over 87% share ownership. For more information please visit www.net-mobile.com.

Contact person net mobile AG
Dennis Heisig
Press Officer
net mobile AG
Fritz-Vomfelde-Str. 26-30
DE 40547 Dusseldorf
Tel: +49 (0) 211 970 20 - 344
Fax: +49 (0) 211 970 20 - 999
E-Mail: dennis.heisig@net-m.de

pdm Holding to start negotiations on merger agreement with Gruschwitz Textilwerke

Pdm Holding AG informed the Management Board Of Gruschwitz Textilwerke AG that it holds about 94.24 pct of the share capital of Gruschwitz Textilwerke AG. pdm Holding intends to start negotiations on a merger agreement with Gruschwitz Textilwerke AG.

MeVis Medical Solutions AG: Domination and profit and loss transfer agreement registered with the Commercial Register

Bremen, November 23, 2015 - The MeVis Medical Solutions AG announces today that the domination and profit and loss transfer agreement concluded on August 10, 2015 between the VMS Deutschland Holdings GmbH as the controlling company and MeVis Medical Solutions AG as the controlled company has been registered with the Commercial Register of the Bremen Local Court on October 20, 2015 and has thus become legally effective. The registration in the Commercial Register has been published by the Bremen Local Court on October 21, 2015. The shareholders of the MeVis Medical Solutions AG already approved the domination and profit and loss transfer agreement with a large majority in the extraordinary general meeting on September 29, 2015.

Under the domination and profit and loss transfer agreement and upon request of each outside shareholder the VMS Deutschland Holdings GmbH is obliged to acquire MeVis shares against a cash settlement payment in the amount of EUR 19.77 per MeVis share.

Optionally, the VMS Deutschland Holdings GmbH guarantees the outside shareholders of MeVis Medical Solutions AG, who chose not to accept the settlement payment offer, for the duration of the domination and profit and loss transfer agreement an annual compensation payment for each MeVis Medical Solutions AG fiscal year and each registered share in MeVis Medical Solutions AG, representing a pro rata amount of the share capital of EUR 1.00 per share, in the amount of EUR 1.13 gross / EUR 0.95 net.

Issue 20/2015 of "Spruchverfahren aktuell" (SpruchZ) published

Spruchverfahren aktuell (SpruchZ) Nr. 20/2015 from Martin Arendts

Issue 17/2015 of "Spruchverfahren aktuell" (SpruchZ) published

Spruchverfahren aktuell (SpruchZ) Nr. 17/2015 from SpruchZ