ams Offer GmbH: Announcement of the decision to make a public delisting tender offer for OSRAM shares

Convenience Translation 

- Only the German version is legally binding -

Announcement of the decision to make a public delisting tender offer (Delisting-Erwerbsangebot) pursuant to section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) in conjunction with section 39 para. 2 sent. 3 no. 1 of the German Stock Exchange Act (Börsengesetz, BörsG) 

Bidder:

ams Offer GmbH 

Marcel-Breuer-Straße 6, 80807 Munich, Germany 

registered with the commercial register of the local court (Amtsgericht) of Munich under HRB 252979 

Target: 

OSRAM Licht AG 

Marcel-Breuer-Straße 6, 80807 Munich, Germany 

registered with the commercial register of the local court (Amtsgericht) of Munich under HRB 199675 ISIN: DE000LED4000 

ams Offer GmbH (the “Bidder”), a wholly owned subsidiary of ams AG, Premstätten, Austria, decided today to make a public delisting tender offer to the shareholders of OSRAM Licht AG (the “Delisting Offer”) for the acquisition of their no-par-value registered shares (auf den Namen lautende nennwertlose Stückaktien) in OSRAM Licht AG (DE000LED4000; the “OSRAM Shares”). The Bidder intends to offer a cash consideration in the amount of EUR 52.30 per OSRAM Share. 

The Delisting Offer will not be subject to completion conditions. 

The Bidder will instruct the management board of OSRAM Licht AG under the existing domination and profit and loss transfer agreement in accordance with section 308 of the German Stock Corporation Act (Aktiengesetz) to apply for the revocation of the admission of all OSRAM Shares to trading on the regulated market (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and on the regulated market of the Munich Stock Exchange (Münchener Wertpapierbörse) pursuant to section 39 para. 2 sent. 1 BörsG after prior coordination with the Bidder before the end of the acceptance period to be determined in the offer document for the Delisting Offer and to take, after prior coordination with the Bidder, all reasonable measures to ensure, to the extent possible, that the inclusion of the OSRAM Shares in all organized trading venues, in particular the open markets (Freiverkehr), is terminated at the earliest time possible. 

The offer document for the Delisting Offer (in German and a non-binding English translation) containing the detailed terms and conditions of, and other information relating to, the Delisting Offer, respectively, will be published on the internet at 

www.offer-ams-osram.de. 

The offer document for the Delisting Offer will also be published by way of a notice of availability in the German Federal Gazette (Bundesanzeiger) and will be accessible on the website of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”).

Important notice: 

This announcement is neither an offer to purchase nor a solicitation of an offer to sell OSRAM Shares. The terms and further provisions regarding the Delisting Offer by the Bidder to the shareholders of OSRAM Licht AG will be set forth in the offer document which will be published following approval of its publication by BaFin. Holders of OSRAM Shares are strongly recommended to read the offer document and to seek independent advice, where appropriate, in relation to the matters therein. 

The release, publication or distribution of this announcement in certain jurisdictions other than the Federal Republic of Germany and Switzerland may be restricted by law. Persons who are resident in, or are subject to, other jurisdictions should inform themselves of, and observe, any applicable requirements. 

To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder, its affiliates and/or brokers acting on their behalf may, in compliance with applicable law, from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, OSRAM Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, OSRAM Shares, other than pursuant to the Delisting Offer, before, during or after the period in which the Takeover Offer will remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases would be disclosed as required by law or regulation in Germany or other relevant jurisdictions. 

Munich, 3 May 2021 

ams Offer GmbH 

The Managing Directors

ams to launch delisting offer for OSRAM

Press Release

- Attractive offer price of €52.30 per OSRAM share 

- Four week acceptance period expected to run from around 21 May to around 18 June 2021 

- Significant premium to cash compensation under DPLTA and prior takeover offer 

- Closing not subject to any conditions 

- Thereafter, OSRAM shares will terminate trading on the regulated market 

Premstätten, Austria (3 May 2021) -- ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces the intention to launch a public delisting tender offer for the remaining approx. 28% shares of OSRAM Licht AG ("OSRAM") which are not presently owned by ams against a cash consideration of €52.30 for each OSRAM share (the "Delisting Offer"). 

The intended cash consideration of €52.30 per OSRAM share represents a premium of 1% to the volume weighted average share price of OSRAM during the last six months (estimated at €52.02 based on information from FactSet), being the statutory minimum price applicable to the Delisting Offer. Furthermore, it represents a premium of 28% to the offer price of the successful takeover offer in 2019 (€41.00), and a premium of 15% to the cash compensation offered to the remaining OSRAM shareholders in relation to the domination and profit and loss sharing agreement (the "DPLTA") (€45.54). 

"The Delisting Offer is the logical next step in the integration of OSRAM and the implementation of our strategy to create a global leader in optical solutions," said Alexander Everke, CEO of ams. "We have already made significant progress since the DPLTA came into effect and look forward to building on this. We encourage all remaining shareholders of OSRAM to tender their shares in the Delisting Offer which represents a financially attractive opportunity to monetize their holding at a price in excess of both the statutory minimum and the DPLTA cash compensation." 

Subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and publication of the offer document, the Delisting Offer is expected to commence on around 21 May 2021 and be open for acceptance during a four weeks period until around 18 June 2021. The Delisting Offer will not be extended and is not subject to any conditions. In line with the financial strategy of ams, no additional financing will be needed to implement the Delisting Offer. 

Upon the delisting, the trading of OSRAM shares on the regulated market will terminate, which can result in a very limited liquidity and price availability for the OSRAM shares from that point in time onwards. The delisting of OSRAM from the regulated market will be independent of the eventual tender rate under the Delisting Offer. The delisting from the regulated market will also terminate the comprehensive financial reporting obligations of OSRAM as well as the application of numerous other capital market publication requirements. Further information in relation to the Delisting Offer will be made available at www.offer-ams-osram.com.

Upcoming appraisal proceedings in Germany

 ARENDTS ANWÄLTE will represent minority shareholders in following proceedings:

• ADLER Real Estate AG: DA, repectively aqueeze-out

• Allgemeine Gold- und Silberscheideanstalt Aktiengesellschaft (Agosi): merger squeeze-out

• AMIRA Verwaltungs Aktiengesellschaft: merger squeeze-out

• Axel Springer SE: squeeze-out (end-date: 24 May 2021)

• Covivio Office AG (formerly: Godewind Immobilien AG): squeeze-out

• Design Hotels AG: merger squeeze-out (end-date: 10 May 2021)

• EASY SOFTWARE AG: DA (end-date:10 May 2021)

• HSBC Trinkaus & Burkhardt AG: squeeze-out (end-date: 26 April 2021)

• HumanOptics AG: merger squeeze-out 

• i:FAO Aktiengesellschaft: merger squeeze-out 

• ISRA VISION AG: merger squeeze-out 

• ISRA VISION PARSYTEC AG: squeeze-out

• MAN SE: merger squeeze-out 

• Mercurius AG: squeeze-out (end-date: 14 June 2021)

• msg life ag: DA (end-date: 20 April 2021)

• MyHammer Holding AG: merger with non-listed Instapro II AG

• Nymphenburg Immobilien Aktiengesellschaft: merger squeeze-out

• Odeon Film AG: merger squeeze-out

• OSRAM Licht AG: DA 

• RENK AG: merger squeeze-out (end-date: 17 May 2021)

• VTG AG: squeeze-out

• WESTGRUND Aktiengesellschaft: squeeze-out 

(without obligation)

more information: kanzlei@anlageanwalt.de

BUWOG purchase offer

PRESS INFORMATION 

London, 15 April 2021 - Petrus Advisers have today launched a voluntary public purchase offer for all rectification rights from the squeeze-out 2018 of BUWOG AG (ISIN: AT0000A23KB4) for EUR 1.65/unit. Petrus Advisers deem the existing and precedent purchase offers opportunistic and too low and hence have decided to launch a purchase offer for those holders of rights that are interested in an immediate cash alternative at better terms. The legal proceedings disputing the fairness and appropriateness of the squeezeout price (cash compensation) are ongoing and there is currently no tangible progress nor justifiable evidence that would allow for an educated time estimate of the future outcome. The offer bears no minimum acceptance threshold and will be available to all existing holders of BUWOG upside rights. The offer will expire on 5 th May 2021 and settle on 12th May 2021. For more information, please visit www.petrusadvisers/purchaseoffers.

OSRAM Licht AG: Managing Board of OSRAM Licht AG decides to file application related to change of sub-segment of the stock exchange

Munich, March 8, 2021

The Managing Board of OSRAM Licht AG (OSRAM) has decided today to apply to the management board of the Frankfurt Stock Exchange pursuant to Sec. 57 of the "Exchange Rules for the Frankfurt Stock Exchange" in a timely manner for the revocation of admission of the OSRAM shares to the listing sub-segment of the regulated market with additional obligations arising from the admission (Prime Standard). As a consequence, the OSRAM shares will be listed on the regulated market (General Standard) for trading ex officio.

By changing the listing sub-segment of the exchange, post-listing obligations of the Company such as certain reporting and publication requirements will fall away. This will avoid substantial additional effort and assist the Company in cost-saving and streamlining processes. The withdrawal of the listing becomes effective three months after the publication of the withdrawal decision by the management of the Frankfurt Stock Exchange on the internet (www.deutsche-boerse.com).

DEMIRE Deutsche Mittelstand Real Estate AG: Majority shareholders aim for the distribution of a substantial dividend for the financial year 2020

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

Langen, 04 March 2021 - Today, DEMIRE Deutsche Mittelstand Real Estate AG (ISIN: DE000A0XFSF0) has received letters from its majority shareholders, AEPF III 15 S.à r.l. ("Apollo") and Wecken-Group. In these letters, the majority shareholders inform the Executive Board of the Company that, due to the uncertain investment climate and the still high level of liquidity - as already for the 2019 financial year - they are seeking the payment of a substantial dividend for the 2020 financial year in the amount of the accumulated profit. 

According to preliminary, still unaudited figures, the accumulated profit for 2020 amounts to approximately EUR 65 million. As of 28 February 2021, the company had cash and cash equivalents of approximately EUR 117 million and has additional contractually agreed loan commitments of EUR 51 million. The Company is also expecting to have sufficient cash to pay such a dividend at the time of the Annual General Meeting, which is planned on 28 April 2021. 

Apollo holds approximately 58.6% and the Wecken-Group approximately 32.1% of the voting rights in the Company. The Company assumes that the majority shareholders will exercise its voting rights at the Annual General Meeting in favour of such dividend payment. 

DEMIRE Deutsche Mittelstand Real Estate AG 

The Executive Board

Announcement of the squeeze-out at Phocos AG

Helios Solar Holdings Inc

Announcement pertaining to the exclusion of minority shareholders of

Phocos AG, with its registered office in Ulm,

and their compensation

On December 30, 2020, on the occasion of the Annual General Meeting of Phocos AG, with its registered office in Ulm, and at the request of the majority shareholder, Helios Solar Holdings Inc, with its registered office at 1995 Broadway FL 16, New York, NY 10023 USA, the decision was taken, pursuant to §§ 327a et seq. of the German Stock Corporation Act, to transfer the shares of the remaining shareholders ("minority shareholders") to the majority shareholder in return for an appropriate cash compensation. The transfer resolution was entered in Phocos AG's commercial register at Ulm Local Court (HRB 4231) on February 17, 2021. Thus, by act of law, all shares held by Phocos AG's minority shareholders were transferred to Helios Solar Holdings Inc.

Pursuant to the transfer resolution, the exiting minority shareholders are to receive a cash compensation that is to be paid by Helios Solar Holdings Inc in the amount of EUR 2.68 per Phocos AG no-par value share, with a proportionate amount of the share capital of EUR 10.00 attributable to each share.

The appropriateness of the cash compensation was audited by Baker Tilly GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, located in Nymphenburger Strasse 3b, 80335 Munich, Germany, which is the auditor selected and appointed by the court, and it was approved by the Stuttgart District Court, in accordance with the resolution of July 28, 2020, with the file reference: 40 O 34/​20 Commercial Court (KfH) German Stock Corporation Act.

The cash compensation shall bear an annual interest rate of 5 per cent above the respective base interest rate, as calculated from the date of the court announcement of the entry of the transfer resolution in the commercial register.

If the competent court legally determines a higher cash compensation in proceedings pursuant to § 327f Stock Corporation Act (AktG) in conjunction with the provisions of the German Act on Appraisal Proceedings (Spruchverfahrensgesetz), or if Helios Solar Holdings Inc undertakes to pay a higher cash compensation to a departing shareholder in a settlement to avert or end such proceedings, or if Helios Solar Holdings Inc determines a higher cash compensation on its own initiative, a corresponding supplement to the cash compensation will be granted to all minority shareholders who have left as a result of the transfer.

The payment of the cash compensation shall be made by the

J.P. Morgan AG Frankfurt am Main, Germany

as paying agent. The payment of the cash compensation shall take place immediately.

Cash settlement amounts that have not been received by the beneficiaries by 1st July, 2021 shall be deposited in favor of the beneficiaries at the competent local court in Ulm (depository), waiving the right of redemption.

Ulm, in February 2021

Helios Solar Holdings Inc

Michael Sonnenfeldt

The Management Board

published in Bundesanzeiger of 1 March 2021

Appraisal Litigation in Germany: A Remedy Against Unfair Valuations - or Their Cause?

https://www.law.ox.ac.uk/business-law-blog/blog/2021/02/appraisal-litigation-germany-remedy-against-unfair-valuations-or

TLG IMMOBILIEN AG: TLG IMMOBILIEN AG intends to launch public self-tender offer for up to 5.22% of the share capital

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

- Buy-back of up to 5.22% of the Company's share capital against payment of a cash consideration in a purchase price range of EUR 24.25 to EUR 26.00 per share

- The acceptance period is expected to run from February 20, 2021 through March 20, 2021

- After expiration of the acceptance period TLG will determine the final offer volume and will publish the respective final purchase price

Berlin, February 17, 2021 - Today the management board of TLG IMMOBILIEN AG ("TLG" or the "Company") resolved, with the approval of the supervisory board, to utilize the authorization of the annual general meeting of May 21, 2019, to buy back up to 5.85 million shares of the Company (corresponding to up to 5.22% of the Company's share capital based on the voting rights notification dated January 29, 2021) by way of a public self-tender offer for a purchase price within a purchase price range of EUR 24.25 to EUR 26.00 per share (excluding ancillary acquisition costs).

The offer document is expected to be published on February 19, 2021 on the website of TLG (https://www.tlg.eu/en/) under the section "Investor Relations - Self-Tender", as well as in the Federal Gazette (Bundesanzeiger) at https://www.bundesanzeiger.de. TLG shareholders will have the opportunity to accept the public self-tender offer during the acceptance period which will run from February 20, 2021 through March 20, 2021 at 24:00 (midnight) (CET) upon the expected publication of the offer document on February 19, 2021 and may be extended.

The rationale behind the public self-tender offer is to benefit from the significant share price discount to the underlying net asset value and current operational performance of TLG.

TLG shareholders may tender all or part of TLG shares by either specifying a price within the price range or with no specified price in which case they will commit to selling their tendered TLG shares at the final purchase price as determined by the Company after expiration of the acceptance period. The final purchase price for all TLG shares acquired will be equal to the highest price TLG will have to pay in order to purchase the final offer volume as set by TLG. In the event that, based on the tenders, TLG is in a position to only acquire a number of TLG shares equal to or lower than 2,00% of TLG's share capital the final purchase price will be equal to the highest price specified in any of the tenders.

If the public self-tender offer is oversubscribed the relevant tenders will be accounted for on a pro rata basis. An oversubscription occurs if the aggregate number of TLG Shares tendered with no specified price and at a specified price which is equal to or lower than the final purchase price exceeds the final offer volume as determined by the Company. Tenders for one hundred TLG shares or fewer will be considered with preference.

TLG expects to publish the final purchase price and the final offer volume in the Federal Gazette and on the Company's website following expiration of the acceptance period on March 24, 2021. All publications by TLG in connection with the public self-tender offer are available in German and as a non-binding English translation at https://www.tlg.eu/en/ under the section "Investor Relations - Self-Tender Offer".

HumanOptics AG: Request by the main shareholder to execute a merger squeeze-out

Ad hoc-Message: Publication of inside information pursuant to Article 17 of Regulation (EU) No. 596/2014

Erlangen, 21 January 2021 – Today, the Management Board of HumanOptics AG (ISIN DE000A1MMCR6) has received the formal request of HumanOptics Holding AG, with its registered office in Frankfurt am Main, ("Holding") pursuant to section 62(1) and (5) sentence 1 of the German Transformation Act (Umwandlungsgesetz – UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz – AktG), to execute the procedure for the transfer of the shares of the minority shareholders of HumanOptics AG in exchange for an appropriate cash compensation in connection with a merger of HumanOptics AG into the Holding by absorption (so-called merger squeeze-out) and for this purpose to have the general meeting of HumanOptics AG pass a resolution on the transfer of the shares of the minority shareholders of HumanOptics AG within three months upon conclusion of the merger agreement. The Holding intends to simplify its shareholding structure with the group merger, in connection with which the minority shareholders of HumanOptics AG are to be excluded. The merger agreement shall contain a statement pursuant to section 62(5) sentence 2 German Transformation Act that a squeeze-out of the minority shareholders of HumanOptics AG as the transferring entity shall occur in the context of the merger. The Holding will communicate the amount of the appropriate cash compensation, which the Holding will pay to the minority shareholders of HumanOptics AG in return for the transfer of the shares, at a later date. The Holding will submit a written report to the general meeting of HumanOptics AG, which will set out the conditions for the transfer of the shares of the minority shareholders of HumanOptics AG and explain the appropriateness of the cash compensation. 

The Holding holds, according to its own information, 3,249,870 shares in HumanOptics AG, corresponding to a stake of approximately 93.2 percent in the share capital of HumanOptics AG. The Holding is therefore the main shareholder within the meaning of section 62(1) and (5) sentence 1 German Transformation Act. 

The effectiveness of the merger squeeze-out is still subject to the resolution by the General Meeting of HumanOptics AG and the registration of the transfer resolution and the merger in the commercial registers at the seats of HumanOptics AG resp. the Holding.

Cologne District Court wants expert opinion from a university professor on the objectified company value according to IDW S 1: Value according to IDW S 1 only minimum value of the company?

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

In the award procedure with regard to the squeeze-out at Deutsche Postbank AG, the County Court of Cologne announced in an unusual step that it wants to commission a university lecturer in business administration with a specialization in corporate valuation theory to check whether the standard IDW S 1, the corporate valuation standard published by the private association Institut der Wirtschaftsprüfer in Deutschland e.V. (IDW), was sustainable. In the expert opinion to be obtained, it should be checked whether the objectified company value according to IDW S 1 reaches the valuation target, according to section 327a AktG (German Stock Corporation Act) the market value of the company. According to the case law of the BGH, the theoretical market price is to be estimated, i.e. the proceeds that would be achieved if the company were sold as a whole.

The county court expresses doubts as to whether IDW S 1 is actually recognized in business administration theory and explains: 

"Due to the broad criticism of business administration of the objectified company value according to IDW S 1, the Chamber has considerable doubts as to whether this value is recognized in theory, which is assumed almost without exception in court decisions. According to this, statements by IDW represent and form a recognized expert opinion as an expert opinion, a source of knowledge for the methodically correct procedure in the fundametalanalytical determination of the company value. 

See OLG Stuttgart, decision of June 5, 2013 - 20 W 6/10 -, Rn. 144, juris

Currently, the Chamber only assumes that IDW S 1 is recognized and applied by the auditor's own profession, but is not theoretically recognized by business administration. Only the capitalized earnings method on which IDW S 1 is based is theoretically recognized, but not the objectified company value according to IDW S 1. However, the capitalized earnings method does not necessarily lead to correct and theoretically recognized values, but only to appropriate values.

Cf. Böcking/Rauschenberg in: Fleischer/Hüttermann, Legal Handbook on Company Valuation, 2nd Edition 2019, Business Valuation Theory, Section 2, par. 2, 15.

(...)

According to the Chamber's current assessment, the objectified value according to IDW S 1 only represents the minimum value for the company. This value can still be below the subjective marginal prices of the minority shareholders, at which they can withdraw without disadvantage. A fortiori, the objectified company value does not reflect a market value in the sense of section 194 BauGB or 9 par. 2 BewG."

The County Court of Cologne therefore wants to ask the expert to answer the following questions:

"1. Can the objectified company value according to IDW S 1 apply from a theoretical point of view as a sustainable approximation of the market value of the company?

2. From a theoretical point of view, can the objectified company value according to IDW S 1 apply as a sustainable approximation to the marginal price of minority shareholders?

3. If applicable:

a. Is it possible to reliably determine the market value of the company using theoretically accepted valuation methods?

b. With which valuation methods - possibly also in parallel application - can the best possible approximation to the market value of the company be achieved?

c. Can fair value or fairness opinion approaches be taken into account?

d. Is a typification of subjective characteristics (e.g. a typical market buyer) possible to approximate the market value? Which typification is appropriate then?

e. Or should at least two standardized decision values ​​(marginal price of a seller and marginal price of a buyer) be included in an approximation of the market value?"

The participants to the proceeding can comment until March 17, 2021.

CENTROTEC SE: Delisting of CENTROTEC SE shares from the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) will be effective as of January 15, 2021 (end of day)

Brilon: Today, Tuesday the 12th of January 2021, the Frankfurt Stock Exchange has informed CENTROTEC SE (ISIN DE0005407506), that the application of CENTROTEC SE for revocation of the listing of the shares of CENTROTEC SE for trading in the regulated market of the Frankfurt Stock Exchange has been approved and granted.

The Frankfurt Stock Exchange has ordered that this decision shall be executed without delay (sofortige Vollziehung). According to the stipulations of the stock exchange rules of the Frankfurt Stock Exchange (Börsenordnung) the revocation of the listing on the stock exchange will become effective as of January 15, 2021, end of day. After that date CENTROTEC shares can no longer be traded on the Frankfurt Stock Exchange. The voluntary public delisting purchase offer by Mr. Guido Krass can be accepted by CENTROTEC shareholders until its end on January 15, 2021.

CENTROTEC SE
CENTROTEC SE enjoys a presence in around 50 different countries through subsidiaries and sales partners. The principal group companies are Wolf, Brink Climate Systems and Ned Air in the Climate Systems segment, specialising in heating, climate control and ventilation technology e.g. in the form of solar thermal systems, CHP units and home ventilation systems with heat recovery, as well as Ubbink and Centrotherm in the Gas Flue Systems segment, with their focus on gas flue and air piping systems. CENTROTEC is consequently Europe's only listed full-service provider of heating and climate control technology, solar thermal and photovoltaic systems and energy-saving solutions for buildings.

Vodafone announces Tender Offer for Kabel Deutschland minority holdings

Vodafone Group Plc (“Vodafone Group”) and its wholly-owned subsidiary Vodafone Vierte Verwaltungs AG (“Vodafone KDG”) (together, “Vodafone”) announce today a tender offer to all other shareholders of Kabel Deutschland Holding AG (“KDG”).

Vodafone will offer the KDG shareholders cash consideration of €103 for each outstanding KDG share (the “Offer”). Vodafone has received irrevocable undertakings from entities advised by the D. E. Shaw group, by Elliott Advisers (UK) Limited (“Elliott”) and by UBS O’Connor LLC (together the “Accepting Shareholders”) to accept the Offer for all of their KDG shares, representing approximately 17.1% of the share capital of KDG. Following completion of the Offer, Vodafone will own at least 93.8% of the outstanding share capital of KDG.

The consideration for the shares of the Accepting Shareholders in KDG who have given irrevocable undertakings is €1,557 million. If all KDG minorities tender their shares, the consideration will increase to €2,119 million. The cash consideration will be funded from Vodafone’s existing cash resources.

The Offer is beneficial to Vodafone and will:

• be immediately accretive for both adjusted earnings per share and free cash flow per share;
• be neutral to Vodafone Group’s credit ratings; and
• reduce Vodafone’s exposure to ongoing legal proceedings related to the KDG acquisition.

The Offer compares to the current 30 day VWAP of €108 per share.

Background to the Offer

Vodafone announced its intention to acquire KDG in June 2013 via a voluntary public takeover offer. The offer settled and completed in October 2013, with Vodafone owning 76.8% of KDG. Subsequently, Vodafone entered into a domination and profit and loss transfer agreement (the “DPLTA”) in December 2013, taking effect on 1 April 2014, which allowed the integration of Vodafone Germany and KDG.

Pursuant to the DPLTA, Vodafone undertook to pay to the minority shareholders of KDG an annually recurring net compensation of €3.17 per KDG share in cash. Vodafone also agreed, upon demand, to purchase such minority shareholders’ KDG shares for €84.53 per share in cash (the ‘Put Option’). In accordance with German law, the Put Option price increases every year based on a formula of: German base rate plus 5% less dividends paid. Consequently, the current effective cost of funding for Vodafone is 4.12%, which is significantly higher than its borrowing cost. The Put Option Price as at 30 September 2020 was €92 per KDG share.

At the instigation of the KDG minority shareholders, the Munich District Court (LG München 1) considered the adequacy of the mandatory cash offer made to minority shareholders in Vodafone’s takeover of KDG. In November 2019, the Munich District Court (LG München 1) ruled that the compensation Vodafone paid was “adequate” given KDG’s earnings potential based on an outlook set out by the Board of KDG in November 2013. A number of KDG minority shareholders appealed this decision, triggering an appeals process which has now commenced and is expected to take several years to complete.

Other relevant aspects in relation to the Offer

• In considering the value of the Offer, Vodafone anticipated the likely future guaranteed compensation payments to be made to the minority shareholders in KDG, as well as the Put Option value of the shares once the court process concludes and the risks and expenses related to the legal proceedings. In accepting the Offer, KDG shareholders will agree to waive their rights to any proceeds resulting from the ongoing court process.
• The acquisition of KDG shares from the Accepting Shareholders who have provided irrevocable undertakings will increase Vodafone’s reported net debt as at 30 September 2020 from €44.0 billion to €45.5 billion, increasing to €46.1 billion if all KDG minorities tender their shares. The full minority shareholding in KDG is already reflected as a liability in the rating agencies' adjusted credit metrics, so the Offer is not expected to impact Vodafone’s current ratings.
• For the purposes of the UK Listing Rules, Elliott is considered to be a related party of Vodafone by virtue of its shareholding in KDG exceeding 10%. As a result, Elliott’s irrevocable commitment to tender its KDG shares constitutes a smaller related party transaction under LR 11.1.10 R.
• As a result of the agreement to tender their shares in KDG to Vodafone, the Accepting Shareholders will withdraw their appeal from the court of appeal in Munich (Oberlandesgericht München). Elliott has also agreed to certain confidentiality and other restrictions, including commitments not to take further legal action against Vodafone.
• The Offer will be conditional on clearance under German foreign investment legislation.
• The acceptance period will begin on 28 December 2020 and be open until 1 February 2021. There will be no additional acceptance period.
• The German offer document will together with an English convenience translation be published on the following website: https://investors.vodafone.com/individual-shareholders/KDG-offer

Upcoming appraisal proceedings in Germany

ARENDTS ANWÄLTE will represent minority shareholders in following proceedings:

• ADLER Real Estate AG: DA (with ADO Group S.A, formerly ADO Properties S.A., as dominating party) or squeeze-out

• AMIRA Verwaltungs Aktiengesellschaft: squeeze-out

• AUDI AG: squeeze-out

• Axel Springer SE: squeeze-out, AGM on 26 November 2020

• BHS tabletop AG: merger squeeze-out

• comdirect bank AG: merger squeeze-out

• Covivio Office AG: squeeze-out

• Design Hotels AG: merger squeeze-out in favour of Marriott DH Holding AG

• EASY SOFTWARE AG: DPLTA

• HSBC Trinkaus & Burkhardt AG: squeeze-out

• IMW Immobilien SE: squeeze-out

• ISARIA Wohnbau AG: squeeze-out

• ISRA VISION AG: merger squeeze-out in favour of Atlas Copco Germany Holding AG

• MAN SE: merger squeeze-out in favour of Volkswagen subsidiary, Traton SE, postponed to 2021

• Mercurius AG: squeeze-out

• msg life ag: DA

• Nymphenburg Immobilien Aktiengesellschaft: squeeze-out 

• OSRAM Licht AG: DPLTA, EGM on 3 November 2020

• RENK AG: merger squeeze-out in favour of Rebecca BidCo AG

• Schuler Aktiengesellschaft: squeeze-out in favour of ANDRITZ Beteiligungsgesellschaft IV GmbH

• STADA Arzneimittel AG: squeeze-out in favour of Nidda Healthcare GmbH

• WESTGRUND Aktiengesellschaft: squeeze-out announced end of 2016, takeover offer by ADO Properties S.A.

(without obligation)

Vodafone buys Kabel Deutschland shares from Elliott: Will a squeeze-out of the minority shareholders follow?

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

The telecommunications group Vodafone has reached an agreement with the hedge fund Elliott and two other Kabel Deutschland shareholders, D. E. Shaw and UBS O'Connor LLC, to buy their shares. All three together hold 17.1 % of Kabel Deutschland. Vodafone can now take over this portion for EUR 103 per share.

Vodafone announced the takeover of Kabel Deutschland in June 2013 and completed it in spring 2014. At that time, Vodafone had offered EUR 84.53 per Kabel Deutschland share. For the domination and profit and loss transfer agreement (DPLTA) concluded afterwards (with Kabel Deutschland as the controlled company) after reaching 77 %, there is an award procedure that is currently pending before the Munich Higher Regional Court (Oberlandesgericht), see: https://spruchverfahren.blogspot.com/2020/12/spruchverfahren-zum-beherrschungs-und_23.html

Under the domination agreement, the management board of Kabel Deutschland was given an instruction to revoke the admission of the company's shares to trading in the regulated market and to trading in the market with additional post-admission obligations (Prime Standard): https://spruchverfahren.blogspot.com/2015/09/kabel-deutschland-holding-ag-weisung.html

As an "activist" shareholder, Elliott was able to enforce two special audits at Kabel Deutschland. The report of the last special audit was presented to the Annual General Meeting in November: https://spruchverfahren.blogspot.com/2020/10/sonderprufungsbericht-auf-der.html

After the most recent purchase, Vodafone has 93.8 % of Kabel Deutschland. The logical next step in the integration of Kabel Deutschland would be to exclude the remaining minority shareholders, i.e. a squeeze-out under merger law (threshold: 90 %) or - after the purchase of additional shares - a squeeze-out under stock corporation law (threshold: 95 %).

Munich Higher Regional Court, file no. 31 Wx 190/20
County Court of Munich I, decision of November 27, 2019, file no. 5 HK O 6321/14
Vogel, E. et al. ./. Vodafone Vierte Verwaltungs AG
80 applicants
joint representative: Attornea-at-law Dr. Franz L. Heiss, 80801 Munich
Legal representative of the respondent, Vodafone Vierte Verwaltungs AG:
Lawyers Linklaters LLP, 40212 Düsseldorf

Design Hotels AG: Cash compensation for merger squeeze-out determined at EUR 4.00 per share

PRESS RELEASE 

Berlin, October 23, 2020 - Today, Marriott DH Holding AG ("Marriott DH Holding") has confirmed its request to Design Hotels AG ("Design Hotels") for transfer of minority shares and announced that the cash compensation for the transfer of shares of the minority shareholders as part of the merger squeeze-out pursuant to section 62(1) and (5) of the German Transformation Act (UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (AktG) has been set at an amount of EUR 4.00 per Design Hotels share. 

The conclusion and notarization of the merger agreement between Design Hotels and Marriott DH Holding is envisaged to take place on 29 October 2020. The squeeze-out resolution is planned to be adopted by the annual general meeting of Design Hotels on 17 December 2020. 

The effectiveness of the cash merger squeeze-out is subject to the consent of the general meeting of Design Hotels and the registration of the transfer resolution and the merger in the commercial registers at the seats of Marriott DH Holding and Design Hotels. 

The Management Board