All conditions met for Creat takeover of Biotest

Ad-hoc RELEASE
Announcement according to Article 17 European Market Abuse Regulation (MAR)

Dreieich, 19. January 2018. Biotest AG disclosed today that foreign trade approval has been given by the U.S. Committee on Foreign Investment in the United States (CFIUS) and, thus, the last remaining condition has been met for the takeover offer by Tiancheng (Germany) Pharmaceutical Holdings AG, the acquisitions company of the Creat Group Corporation. Thus the unsolicited takeover bid announced on May 18, 2017 for the shares of Biotest AG becomes effective. Payment of the purchase price, in the amount of EUR28.50 per ordinary share tendered and EUR19.00 per preferred share tendered, will take place in the next few days.

In connection with the approval, Biotest has signed an agreement for the sale of its U.S. companies. Until this sale closes, Biotest AG has transferred the U.S. companies to a U.S. trust. As a result of the transfer to the U.S. trust, the business attributable to these companies qualifies as a discontinued operation. This reduces the guidance for the continuing operations by the revenue and earnings contribution of the discontinued operations.

Biotest Aktiengesellschaft
Board of Management

Decision of the Federal Court of Justice on the Takeover Offer at Celesio AG (now: McKesson Europe AG): Prices for convertible bonds must also be considered

Guideline:

When determining the appropriate consideration for a takeover bid, the prices paid by the bidder for the purchase of convertible bonds must also be taken into account.


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

Several former Celesio shareholders had won a premium of just under 32 per cent on the 2014 takeover price at the OLG Frankfurt am Main, after they had failed before the district court. While "ordinary" shareholders only received EUR 23.50 per Celesio share, McKesson paid significantly more to Elliott, a hedge fund specializing in such special situations, who had invested in Celesio convertible bonds. While BaFin (the Geman SEC) demanded equal treatment only for securities of the same class, the Higher Regional Court in Frankfurt am Main ruled that the complaining former Celesio shareholders were entitled to so much. According to this judgment, McKesson will have to pay EUR 7.45 per Celesio share.

The Federal Court of Justice (Bundesgerichtshof) has heard the case on 7 November 2017 and confirmed the minority shareholder-friendly decision of the Higher Regional Court. In the decision reasons now published, the Federal Court of Justice joins the legal opinion of the Higher Regional Court. When determining the appropriate consideration for the takeover bid, in its opinion, the prices paid for the purchase of convertible bonds must also be taken into account. The genesis of the law speaks for a broad interpretation in the sense of a general protection against circumvention. In addition, the court refers to the meaning and purpose of the statutory provisions.

According to the relevant (but not undisputed) opinion, this procedure for the Takeover Offer also has an impact on the judicial review proceedings (as Celesio Applicants also refer to the legal opinion of the Distric Court of Cologne in the Postbank judicial review proceedings; see the squeeze-out appraisal procedure: https : //spruchverfahren.blogspot.de/2017/10/spruchverfahren-zum-squeeze-out-bei-der_46.html).

The Celesio ruling should also have considerable practical effects on similar takeover cases. "Active" shareholders may not be paid more than "passive" shareholders, even if this is "hidden" as in the case of Celesio via convertible bonds.

German version: http://spruchverfahren.blogspot.de/2018/01/bgh-urteil-zum-ubernahmeangebot-bei-der.html

KTM Industries initiates delisting of Pankl shares

Public disclosure of inside information according to article 17 MAR

Wels - KTM Industries initiates delisting of the shares of Pankl Racing Systems AG

On 3 January 2018 the Stock Exchange Act 2018 (Börsegesetz 2018) came into force, which now provides for the possibility of a voluntary withdrawal from the Official Market (Amtlicher Handel) for listed stock corporations (so-called "delisting").

The shares of Pankl Racing Systems AG, FN 143981m, Industriestraße West 4, 8605 Kapfenberg, are listed at the Vienna Stock Exchange under ISIN AT0000800800 and are admitted to trading on the Official Market (Amtlicher Handel). KTM Industries AG currently holds 2,977,681 shares of Pankl Racing Systems AG. This corresponds to approximately 94.53% of the share capital and voting rights of Pankl Racing Systems AG.

Today, KTM Industries AG has requested as shareholder pursuant to section 38 para 7 Stock Exchange Act 2018 that Pankl Racing Systems AG shall apply for the revocation of the admission to trade its 3,150,000 shares (ISIN AT0000800800) on the Official Market (Amtlicher Handel) of the Vienna Stock Exchange.

Takeover bid to the shareholders of Pankl Racing Systems AG

Further, KTM Industries AG has informed Pankl Racing Systems AG, that KTM Industries AG will launch a takeover bid for the termination of the trading permission according to section 38 para 6 to 8 Stock Exchange Act 2018 in conjunction with the 5th part of the Austrian Takeover Act to protect the shareholders. The takeover bid is addressed to the shareholders of Pankl Racing Systems AG, Industriestraße West 4, 8605 Kapfenberg, FN 143981m.

The offer price will be EUR 42.18 per share of Pankl Racing Systems AG, provided that after obtaining a "fairness opinion" this offer price is not "obviously below the actual value of the company" as stated in section 27e Austrian Takeover Act. If this should be the case, the offer price shall correspond to the reasonable value according to the "fairness opinion".

The offer is aimed at the acquisition of all Pankl-shares that are not held by KTM Industries AG or parties acting in concert with it. Thus, the offer is aimed at the acquisition of 95,235 Pankl-shares.

The purpose of the offer is the termination of the admission to trade the shares of Pankl Racing Systems AG on the Vienna Stock Exchange.

Legal disclaimer
THIS ANNOUNCEMENT DOES NEITHER CONSTITUTE AN OFFER TO ACQUIRE NOR AN INTIMATION TO SUBMIT A PROPOSAL FOR THE ACQUISITION OF SECURITIES OF KTM INDUSTRIES AG AND/OR PANKL RACING SYSTEMS AG.

Fair Value REIT-AG: Application for change from the Prime Standard to the General Standard

Insider Information according to Article 17 MAR

Graefelfing, 27 December 2017 – The shares of Fair Value REIT-AG, Graefelfing, (WKN/ISIN A0MW97/DE000A0MW975), are currently admitted to trading on the regulated market of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market of the Frankfurt Stock Exchange with additional post-admission obligations (Prime Standard).

The company hereby announces that the Management Board of Fair Value REIT-AG has decided, with the corresponding support of the Supervisory Board, to change its stock exchange listing from the Prime Standard to the General Standard of the regulated market of the Frankfurt Stock Exchange. The change in stock market segment is to reduce the additional efforts involved in the listing in the Prime Standard segment.

Fair Value REIT AG will now submit a corresponding application for revocation of the admission of the shares to the Prime Standard segment of the Frankfurt Stock Exchange.

The revocation of the admission will become effective upon the expiration of a period of three months after the publication of the revocation decision by the Management Board of the Frankfurt Stock Exchange on the internet (www.deutsche-boerse.com). The revocation does not affect the admission of the shares of Fair Value REIT-AG to trading on the regulated market of the Frankfurt Stock Exchange (General Standard).

CONSUS Real Estate AG acquires ca. 58% stake in GxP German Properties AG with a portfolio of 12 office properties and a total GAV of ca. EUR 164 million

Leipzig, 10. November 2017 - CONSUS Real Estate AG ("CONSUS", ISIN DE000A2DA414) acquires a majority stake of ca. 58% in GxP German Properties AG (GxP), headquartered in Berlin. CONSUS will finance the acquisition through existing financing means. The parties agreed not to disclose the purchase price. CONSUS expects the transaction to be accretive on a NAV and NAV/ share basis.

CONSUS will strengthen the segment of buy-to-hold commercial assets from currently 8 office properties and a total GAV of EUR 145.5 million to 20 offices and a total GAV of EUR 309.6 million through the acquisition of the majority stake. In the CONSUS segment of high yielding commercial assets including CG assets CONSUS will reach a critical mass of EUR 508 million GAV upon completion of the transaction. The office assets and the developed CG commercial assets generate an annualized net rental income of around EUR 28 million with strong recurring FFO.

The recurring rental income of the commercial assets is supporting the strong growth business as leading German residential developer in Germany’s 9 largest cities.

Judical review proceedings regarding the domination and profit and loss transfer agreement with MAN SE: Final decision probably not until 2018

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

In the award proceedings with regard to the domination and profit and loss transfer agreement with MAN SE (as a company controlled by VW Group) the District Court of Munich (Landgericht München I) raised the cash compensation clearly from EUR 80.89 to EUR 90.29 per common share or preference share, see http://spruchverfahren.blogspot.de/2015/07/lg-munchen-i-erhoht-barabfindung-im.html. The annual compensation payment (so-called "guaranteed dividend") remained unchanged.

Both Volkswagen Truck & Bus GmbH, a subsidiary of VW, and several applicants lodged complaints against this first instance decision. The court did not remedy its decision by resolution of 24 November 2015 and submitted the case to the Higher Regional Court (Oberlandesgericht München), cf. https://spruchverfahren.blogspot.de/2015/12/spruchverfahren-zum-beherrschungs-und.html.

In view of numerous inquiries and apparently also in view of the announcement of minority shareholders that a decision will be issued later this year (see: https://spruchverfahren.blogspot.de/2017/07/effecten-spiegel-ag-zur-postbank.html), the Higher Regional Court has now pointed to the heavy burden of the court. In view of the large number of older award proceedings, a final decision "at the earliest in 2018" is to be expected.

OLG München, file no. 31 Wx 382/15
LG München I, decision of 31 July 2015, file no. 5 HK O 16371/13
Helfrich, M. et al. ./. Volkswagen Truck & Bus GmbH (formerly: Truck & Bus GmbH)
162 applicants
Joint Representative: Attorney-at-law Bergdolt, 80801 Munich
Attorneys of Volkswagen Truck & Bus GmbH: law firm Linklaters, 81675 Munich

Domination agreement with UNIWHEELS AG as a controlled company

The Extraordinary General Meeting of UNIWHEELS AG on Monday, 4 December 2017, will decide on a domination agreement:

Resolution on the approval of a domination and profit and loss transfer agreement which is to be concluded between UNIWHEELS AG and Superior Industries International Germany AG 

UNIWHEELS AG and Superior Industries International Germany AG with registered seat in Frankfurt am Main intend to conclude a domination and profit and loss transfer agreement in which UNIWHEELS AG submits the management control (Leitung) of itself to Superior Industries International AG and undertakes to transfer its whole annual profit to Superior Industries International Germany AG. UNIWHEELS AG and Superior Industries International Germany AG established (aufgestellt) on 20 October 2017 the final draft of the domination and profit and loss transfer agreement. The supervisory board of UNIWHEELS AG approved the conclusion of this domination and profit and loss transfer agreement on 20 October 2017. The domination and profit and loss transfer agreement requires for its effectiveness the approval of the general meeting of UNIWHEELS AG and the approval of the general meeting of Superior Industries International Germany AG as well as the registration of its existence in the commercial register (Handelsregister) of the seat of UNIWHEELS AG. It is intended that the general meeting of Superior Industries International Germany AG approves the domination and profit and loss transfer agreement after the approval of the general meeting of UNIWHEELS AG. It is intended then to conclude the agreement on 5 December 2017.

The management board and the supervisory board propose to adopt the following resolution:

The domination and profit and loss transfer agreement which is to be concluded between UNIWHEELS AG in its capacity as controlled company and Superior Industries International Germany AG having its registered seat in Frankfurt am Main, registered with the commercial register of the local court of Frankfurt am Main under HRB 107708, in its capacity as controlling company in the version which was established on 20 October 2017 as final draft is approved. 

Domination agreement with SinnerSchrader AG as a controlled company

On 20 October 2017, the management board of SinnerSchrader AG and the management of Accenture Digital Holdings GmbH issued the draft of a domination and profit transfer agreement (Beherrschungs- und Gewinnabführungsvertrag) between SinnerSchrader AG as a controlled company and Accenture Digital Holdings as controlling company.

The draft provides for a cash compensation (Barabfindung) in accordance with Section 305 of the German Stock Corporation Act (AktG) amounting to EUR 10.21 per SinnerSchrader share and a compensation payment (Ausgleichszahlung) for the minority shareholders of EUR 0.27 per share (net, after deducting corporation tax and solidarity surcharge: EUR 0.23) per full fiscal year pursuant to section 304 AktG. The payment obligations of Accenture Digital Holdings GmbH from cash compensation or compensation payments are guaranteed by Accenture plc.

Pursuant to section 293 (2) AktG, the agreement requires the consent of the shareholders' meeting of Accenture Digital Holdings GmbH and pursuant to section 294 (2) AktG the registration of the conclusion of the contract with the commercial register in accordance with section 293 (1) AktG. The shareholders' meeting of Accenture Digital Holdings GmbH is expected to take place on 5 December 2017. An extraordinary general meeting of SinnerSchrader AG, which is scheduled for 6 December 2017, has to approve the domination and profit transfer agreement. The parties intend to conclude the contract, presumably on 7 December 2017. 

Squeeze-out at conwert Immobilien Invest SE registered with the commercial register: Adequacy of the cash compensation will be reviewed in judicial procedure

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

The exclusion of minority shareholders, resolved at the Annual General Meeting of the formerly ATX-listed conwert Immobilien Invest SE on 29 August 2017, has now been registered in the commercial register (Firmenbuch). Trading of conwert shares was discontinued. The adequacy of the cash compensation offered by Vonovia SE for the squeeze-out in its favor will be judicially reviewed in a review procedure before the Commercial Court of Vienna (Handelsgericht Wien).

GfK SE: Squeeze-out resolution registered with the commercial register

Disclosure of an inside information acc. to Article 17 MAR

The management board of GfK SE has been informed today that the resolution of GfK's annual general meeting held on 21 July 2017 on the transfer of the shares of the remaining shareholders (minority shareholders) to Acceleratio Capital N.V., domiciled in Amsterdam, (principle shareholder) in return for an adequate cash compensation of EUR 46.08 per no-par value ordinary bearer shares in accordance with section 327a et seq. German Stock Corporation Act has been registered with the commercial register yesterday. As result of such registration, the title in all shares of the minority shareholders has been transferred to the principle shareholder by operation of law. The listing of GfK's shares will end shortly.

For the settlement of the cash compensation, reference is made to the upcoming publication made by Acceleratio Capital N.V. in the Federal Gazette (Bundesanzeiger).

Planned merger of Linde and Praxair: German shareholder association DSW advises not to exchange Linde shares

by Attorney-at-law Martin Arendts

The planned merger of Linde and Praxair to become the world's largest gas group is currently in the hands of Linde shareholders. They still have a good two weeks to decide whether to exchange their shares in shares of the new holding company, Linde plc. Only if 75 per cent participate, the fusion will be executed according to the current plans. Criticism comes in particular from the German shareholder association Deutsche Schutzvereinigung für Wertpapierbesitz (DSW). DSW considers the offer as "simply too low." So far, the DSW had criticized above all the procedure. For example, DSW vice president Daniela Bergdolt criticized that Praxair shareholders were allowed to vote on the merger at a general meeting - unlike the shareholders of Linde. The other large shareholder association, Schutzgemeinschaft der Kapitalanleger (SdK), follows a differenciated approach. Although Sdk also criticizes the valuation of Linde as not adequate, shareholder should at least partly exchange their shares, as a failure of the merger would result in a drop of the share price.

statement of SdK:
http://www.sdk.org/assets/Stellungnahmen/Stellungnahme-der-SdK-zum-Uebernahmeangebot-der-Linde-plc-an-die-Aktionaere-der-Linde-AG-final.pdf

Squeeze-out at BWT AG (Best Water Technology)

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

The squeeze-out resolution, passed at the Annual General Meeting of the water technology company BWT AG on 14 August 2017, has now been registered. As the company reported, the decision of the regional court of Wels (Landesgericht Wels), which is responsible for the registration of the minority shareholder exclusion, was served on the company, granting the resolution to exclude the minority shareholders pursuant to § 1 GesAusG and transfer its shares to WAB Privatstiftung as principal shareholder to be registered. By registering the decision in the commercial register, all shares of the minority shareholders of BWT AG were transferred to WAB Privatstiftung in accordance with § 5 Abs 4 GesAusG. The appropriateness of the cash compensation amount will be judicially reviewed in a review process.

There was doubts about the legality of the squeeze-out decision - as reported: https://spruchverfahren.blogspot.de/2017/08/squeeze-out-beschluss-bei-der-bwt-ag.html. Thus, the appraiser was not appointed by the company's court, as required by law, but by the principal shareholder. The 90% threshold, required for a squeeze-out under Austrian law, was achieved only with the company's repurchase of own shares.

Squeeze-out at Süd-Chemie AG: Schedule of the Munich Higher Regional Court for the appeal proceedings

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

In the appeal proceedings with regard to the exclusion of the minority shareholders at Süd-Chemie AG, Munich, in favor of Clariant AG, which was registered at the end of 2011, the District Court of Munich I (Landgericht München I) had increased the cash compensation amount by EUR 7.04 to EUR 132.30 per share (+ 5.62%), see: https://spruchverfahren.blogspot.de/2017/05/squeeze-out-bei-der-sud-chemie-ag.html.

Clariant AG, as well as several former minority shareholders filed appeals against this decision at first instance. The Higher Regional Court of Munich (Oberlandesgericht München), which will decide on the complaints, has now submitted a timetable for the second-instance proceedings: Accordingly, the complaints can be (supplementary) justified by 15 January 2018. The parties may respond by 15 April 2018. The joint representative (of former minority shareholders that did not file for a judicial review) may submit his observations by 15 June 2016. A final decision will therefore be taken no earlier than the second half of 2018.

The increment amount (plus interest at the rate of 5 percentage points above the base rate) will be paid only after a final decision.

OLG München, file no. 31 Wx 340/17
LG München I, decision of 28 April 2017, file no. 5 HK O 26513/11
SdK e.V. et al. ./. Clariant AG
87 Applicants
joint representative: Attorney-at-law Dr. Andreas Wirth, 80331 Munich

Judicial review of the squeeze-out at WMF AG: Expert opinion on "jump in value"

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

In the proceedings on the merger squeeze-out at the traditional company WMF AG, the County Court of Stuttgart (Landgericht Stuttgart) heard the case on 17 January 2017 and questioned the expert auditors. The court expressed doubts about the company value for the squeeze-out of only just over EUR 800 m, after WMF was sold by the private equity investor KKR shortly afterwards for approximately EUR 1.6 billion (and thus almost double the amount) to the French company SEB (see: http://spruchverfahren.blogspot.de/2017/01/spruchverfahren-wmf-ag-deutliche.html).

In accordance with these already expressed doubts, the court has now, by order of the presiding judge, Schmidt, ordered a written expert opinion to be obtained. Certified public accountant Ulrich Frizlen, Bansbach GmbH, 70184 Stuttgart, was commissioned to carry out the assessment. This is intended, inter alia. to determine whether the "jump in value" from the EUR 815 million to EUR 1.585 billion had already been rooted at the valuation date (20 January 2015).

The main shareholder, formerly known as Finedining Capital AG and part of the KKR Group, had offered a cash compensation of EUR 58.37 per ordinary share and preference share of WMF AG, http://spruchverfahren.blogspot.de/2015/03/bekanntmachung-uber-die-barabfindung.html.

Squeeze-out at Dürkopp Adler Aktiengesellschaft

Publication of an insider information (translation)

Bielefeld, 22 September 2017

The management of ShangGong (Europe) Holding Corp. (hereinafter referred to as "main shareholder") today notified the management of Dürkopp Adler Aktiengesellschaft (hereinafter referred to as "company") of its intention to merge the company as the transferring legal entity into the main shareholder as the assuming legal entity in order to simplify the group structure. It has announced that it will enter into negotiations with the company's management to conclude a corresponding merger agreement.

In connection with the planned merger, the main shareholder today also, in accordance with § 62 para 5 UmwG i.V.m. Section 327a para. 1 AktG, submitted the formal request to implement the procedure for the transfer of the shares of the other shareholders of the company (minority shareholders) pursuant to Sections 327a et seq. AktG to the main shareholder for an appropriate cash compensation (so-called merger squeeze-out) to convoke a general meeting of shareholders following the conclusion of the merger agreement between the company and the main shareholder. The merger agreement will contain a corresponding provision for the exclusion of minority shareholders. The amount of the appropriate cash compensation that the main shareholder will pay to the other shareholders of the company for the transfer of shares will be communicated by the main shareholder at a later date.

The main shareholder has confirmed that he holds a 94.01% stake in the company's capital and is thus the main shareholder according to Section 62 (5) sentence 1 UmwG. The main shareholder further announced that his legal form would be converted into the legal form of a stock corporation (Aktiengesellschaft) before the resolution of the company's annual general meeting in order to comply with the requirements of section 62 (5) UmwG.

Judicial review of the squeeze-out at ERGO Versicherungsgruppe Aktiengesellschaft: Court of Appeal will decide on complaints

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

The District Court of Düsseldorf (Landgericht Düsseldorf), with decision of October 14, 2016, significantly increased the cash compensation for the squeeze-out of minority shareholders at ERGO Versicherungsgruppe Aktiengesellschaft. The main shareholder, Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft (Munich Re), and several petitioners filed appeals against this decision. The District Court, by order of 4 September 2017, has now not remedied the complaints and submitted the case to the Court of Appeal of Düsseldorf (Oberlandesgericht Düsseldorf) for a decision.

At the same time, the Landgericht amended the operative part of the decision of 14 October 2016 to the effect that the appropriate cash compensation amounts to EUR 109.92 instead of EUR 109.32 (as can be seen in the calculation on page 28 of the decision). In relation to the amount of EUR 97.72 offered by Munich Re, this corresponds to an increase of 12.48%.