Consensual termination of the appraisal proceedings on the squeeze-out at WMF AG: increase of the cash compensation to EUR 72 (ordinary shares) and EUR 71 (preference shares) respectively

Convenience translation

On January 20, 2015, the extraordinary shareholders' meeting of WMF AG resolved, at the request of the respondent, WMF GmbH (formerly Finedining Capital AG), to transfer the ordinary and preference bearer shares of the minority shareholders of WMF AG to the respondent as principal shareholder in return for payment of an appropriate cash compensation in the amount of EUR 58.37 per ordinary and preference share of WMF AG. The transfer resolution was entered in the commercial register of WMF AG on March 13, 2015 with the note pursuant to Section 62 para. 5 sentence 7 UmwG that it would only become effective simultaneously with the entry of the merger in the commercial register of the principal shareholder. The registration of the merger took place on March 23, 2015, with the result that the transfer resolution became effective and all shares of the minority shareholders of WMF AG were transferred to the Respondent by operation of law. At the same time, the merger became effective and WMF AG ceased to exist. The electronic announcement of the registration of the merger resolution pursuant to Section 10 HGB was made on March 24, 2015.

Former minority shareholders have applied for the judicial determination of the appropriate cash compensation pursuant to Sec. 62 (5) Sentence 8 UmwG, 327f AktG and have objected to the appropriateness of the determined cash compensation with various objections and with individually different levels of substantiation.

Having said this, the applicants, the Respondent and the Common Representative agree as follows:

A.

1. The Respondent shall increase the cash compensation originally fixed at EUR 58.37 per ordinary and preference share in the context of the merger-related squeeze-out - by way of a genuine contract in favor of third parties (Sec. 328 German Civil Code) - for all former minority shareholders of WMF AG, who have left the Company as a result of the effectiveness of the transfer resolution, by EUR 13.63 per ordinary share ("Increase Amount Ordinary Shares") to now EUR 72.00 per ordinary share of WMF AG and by EUR 12.63 per preference share ("Increase Amount Preference Shares"); together the "Increase Amounts") to now EUR 71.00 per preference share of WMF AG. The Increase Amounts shall bear interest as of March 25, 2015 (first day of the interest run) pursuant to Sec. 62 para. 5 sentence 8 UmwG, Sec. 327b para. 2 1st half of the German Stock Corporation Act (AktG), i.e. at an annual rate of 5 percentage points above the respective prime rate pursuant to Sec. 247 BGB. Interest in excess of this is excluded. According to the Settlement, those former minority shareholders of WMF AG who left the Company as a result of the transfer resolution taking effect on 23 March 2015 are entitled to claim.  (...)

KROMI Logistik AG: TGV sets cash payment for intended squeeze-out under stock corporation law at EUR 8.50 / Cash payment is higher than the calculated pro rata company value per share

Publication of inside information pursuant to Article 17 of Regulation (EU) No. 596/2014

Hamburg, January 10, 2023 – The majority shareholder of KROMI Logistik AG (ISIN DE000A0KFUJ5), Investmentaktiengesellschaft für langfristige Investoren TGV, based in Bonn, has today notified the Managing Board of KROMI Logistik AG that it has now set the cash payment for the transfer of the shares held by the remaining shareholders (non-controlling shareholders) of KROMI Logistik AG to Investmentaktiengesellschaft für langfristige Investoren TGV, as the majority shareholder, at EUR 8.50 per ordinary bearer share in KROMI Logistik AG, as intended.

As part of a company valuation, Investmentaktiengesellschaft für langfristige Investoren TGV calculated that the pro rata company value per KROMI Logistik AG share amounts to EUR 7.21.

The appropriateness of the cash payment of EUR 8.50 (including the calculated pro rata company value of EUR 7.21 per share) was audited and confirmed by court-appointed auditor Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft.

The resolution required for the transfer of the shares is to be passed at the Annual General Meeting of KROMI Logistik AG, which is to be held on February 27, 2023.

Nikon’s Public Takeover Offer for SLM Successful

Tokyo, Japan, January 20, 2023 – Nikon Corporation (“Nikon”) announced the fulfilment of all closing conditions for the voluntary public takeover offer (the “Takeover Offer”) by Nikon AM. AG (the “Bidder”), a direct subsidiary of Nikon, for the shares (ISIN DE00A111338 and ISIN DE000A289BJ8) of SLM Solutions Group AG (“SLM”) as well as for the parallel voluntary tender offer for the acquisition of all convertible bonds issued by SLM and due in 2026 (the “Bonds Offer”).

Toshikazu Umatate, CEO of Nikon, commented: “We are very pleased that our transaction has progressed successfully, and we are looking forward to partnering with SLM. We value SLM’s capabilities in the metal additive manufacturing space, and together we can provide holistic solutions at an accelerated pace to customers in a variety of industries around the world. We look forward to enhancing and growing our digital manufacturing business, which we are confident will lead to a revolution in global mass-production.”

Sam O’Leary, CEO of SLM, said: “With its deep expertise in developing cutting-edge opto-electronic technology and precision equipment, Nikon is the perfect partner for SLM. Together with Nikon, we will further strengthen our leading position in integrated metal additive manufacturing through consistently raising the bar in this innovation-centric environment. We have demonstrated the relevance of our technology to every major industry, and with Nikon we are confident we will expand our customer base even further.”

The settlement of the Takeover Offer and the Bonds Offer will be effectuated within five banking days from January 20, 2023, following the announcement regarding the fulfilment of all closing conditions, i.e. latest on January 27, 2023.

Linde Shareholders Approve Proposal to Delist from Frankfurt Stock Exchange

Woking, UK, January 18, 2023 – Linde plc (NYSE:LIN; FWB:LIN) today announced its shareholders have approved the company’s proposal for an intercompany reorganization that will result in the delisting of its ordinary shares from the Frankfurt Stock Exchange.

Preliminary voting results indicate that at least approximately 93% of the votes cast on each of the delisting proposals were cast in favor at the Court Meeting and the Extraordinary General Meeting of Shareholders held today. The total number of votes cast represented approximately 78% of total Linde plc shares outstanding. Following the completion of legal and regulatory approvals, Linde anticipates that the intercompany reorganization and delisting process will be completed, and its ordinary shares will be delisted from the Frankfurt Stock Exchange, on or about March 1, 2023.

In connection with the closing of the intercompany reorganization, Linde shareholders will automatically receive one share of the new holding company, to be listed on the New York Stock Exchange in exchange for each share of Linde plc they own. The new holding company will also be named “Linde plc” and will trade under the existing ticker “LIN”.

Linde will file a Form 8-K with the US Securities and Exchange Commission that will provide a full breakdown of the final voting results within the next four days.

About Linde

Linde is a leading global industrial gases and engineering company with 2021 sales of $31 billion (€26 billion). We live our mission of making our world more productive every day by providing high-quality solutions, technologies and services which are making our customers more successful and helping to sustain and protect our planet.

The company serves a variety of end markets including chemicals & energy, food & beverage, electronics, healthcare, manufacturing, metals and mining. Linde's industrial gases are used in countless applications, from life-saving oxygen for hospitals to high-purity & specialty gases for electronics manufacturing, hydrogen for clean fuels and much more. Linde also delivers state-of-the-art gas processing solutions to support customer expansion, efficiency improvements and emissions reductions.

For more information about the company and its products and services, please visit www.linde.com

Takeover offer for shares in Vantage Towers AG accepted in the amount of 7.17% - further acceptance period until January 27, 2023

(convenience translation)

Oak Holdings GmbH, Düsseldorf, Germany, (the "Bidder") published the offer document (the "Offer Document") for its voluntary public takeover offer (cash offer) to the shareholders of Vantage Towers AG, Düsseldorf, Germany, to acquire their registered no-par value shares in Vantage Towers AG (ISIN DE000A3H3LL2) ("Vantage Towers Shares") against payment of a cash consideration in the amount of EUR 32.00 per share in Vantage Towers AG (the "Takeover Offer"). The acceptance period of the Takeover Offer ended on January 10, 2023, 24:00 hours (local time Frankfurt am Main, Germany). 

1. Announcement pursuant to section 23 para. 1 sentence 1 no. 2 WpÜG 

- By the end of the acceptance period on January 10, 2023, 24:00 hours (local time Frankfurt am Main, Germany, the "Notification Date"), the Takeover Offer was accepted for a total of 36,265,969 Vantage Towers shares. This corresponds to approximately 7.17% of the share capital and voting rights of Vantage Towers AG. 

- On December 19, 2022, the intended restructuring of the Vodafone Group has been completed with the effects described in Section 6.2.2 (ii) of the Offer Document. 

- Vodafone GmbH, a person acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG, directly held 413,347,708 Vantage Towers Shares as of the Reporting Date. This corresponds to a share of approximately 81.72% of the share capital and voting rights of Vantage Towers AG. The voting rights of the 413,347,708 Vantage Towers Shares were attributed to the other Controlling Vodafone Parties (as defined in Section 6.2.2 (i) of the Offer Document) as of the Reporting Date with the exception of Oak Holdings 1 and Oak Holdings 2 pursuant to Section 30 para. 1 sentence 1 no. 1 and sentence 3 WpÜG.

- Vodafone Group Plc, a person acting in concert with the Bidder within the meaning of Section 2 para. 5 WpÜG, had accepted the Takeover Offer for its 20,833,333 Vantage Towers Shares (corresponding to a share of approximately 4.12% of the share capital and voting rights of Vantage Towers AG) as of the Reporting Date. These 20,833,333 Vantage Towers shares are therefore already included in the total number of Vantage Towers shares for which the takeover offer was accepted pursuant to No. 1.1 of this announcement. 

- Oak Consortium GmbH, a person acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG, had the right on the Reporting Date to acquire shares in Oak Holdings 1 GmbH (as described in Sections 6.6 and 6.7.3 (ii) of the Offer Document), which in combination with the conclusion of the Shareholders' Agreement (as described in Section 8.2 of the Offer Document) will convey joint control over Oak Holdings 1 GmbH in accordance with the principles of multiple parent control. As of the Reporting Date, this right constituted an instrument within the meaning of section 38 para. 1 no. 2 WpHG of Oak Consortium GmbH and (indirectly) the other Further Consortium Control Acquirers (as defined in section 6.5 of the Offer Document), which are also persons acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG, with respect to 413,347,708 voting rights of Vantage Towers AG (corresponding to a share of approximately 81.72% of the share capital and voting rights of Vantage Towers AG). 

- In addition, neither the Bidder, nor persons acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG, nor their subsidiaries held Vantage Towers shares, related instruments pursuant to sections 38, 39 WpHG or claims for the transfer of Vantage Towers shares as of the reporting date. Nor were any other voting rights from Vantage Towers shares pursuant to section 30 WpÜG attributable to them on the reporting date. 

- Occurrence of a condition of completion 

Pursuant to Section 13.1 of the Offer Document, the Takeover Offer and the agreements entered into with the shareholders of Vantage Towers AG as a result of the acceptance of the Takeover Offer will only be consummated if the Bidder has effectively waived the occurrence of the conditions of consummation specified therein up to one business day prior to the expiry of the Acceptance Period (and prior to the non-occurrence of the respective condition of consummation) or if the conditions of consummation have occurred within the periods specified therein. The condition of completion under Section 13.1.3 ("No Prohibition and No Illegality") of the Offer Document has occurred. The Takeover Offer is therefore still subject to the fulfilment of the conditions for completion under section 13.1.1 ("Approvals under merger control law") and section 13.1.2 ("Approvals under foreign trade law") bullet points (ii) to (vii) of the Offer Document. 

- Additional Acceptance Period 

Shareholders of Vantage Towers AG who have not yet accepted the takeover offer may still accept the takeover offer pursuant to section 16 para. 2 sentence 1 WpÜG within two weeks after the announcement hereby made, i.e. in the period from

January 14, 2023 until January 27, 2023, 24:00 hours (Frankfurt am Main local time). 

The final number of Vantage Towers shares for which the offer has been accepted after the end of the additional acceptance period will be announced as soon as it has been determined, which is expected to be on February 1, 2023. 

Important Notice 

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Vantage Towers AG. The terms and conditions and other provisions relating to the takeover offer by Oak Holdings GmbH to the shareholders of Vantage Towers AG are set out in the offer document. Investors and shareholders of Vantage Towers AG are strongly advised to read the offer document and all other communications and documents relating to the takeover offer as they contain important information.

The publication is available

on the Internet at: https://angebot.wpueg.de/websites/1092_ma/German/1000/bekanntmachungen.html

AURELIUS Equity Opportunities to seek segment change

Corporate News

- Corporate News Segment change from qualified Open Market (m:access) to general Open Market intended

- Considerable savings of time and money for the company

- Rights of shareholders linked to their shares will be preserved

Grünwald, January 16, 2023 – The Board of Directors of the general partner of AURELIUS Equity Opportunities SE & Co. KGaA (ISIN DE000A0JK2A8) will seek a segment change. The company assumes that its shares will be traded in the general Open Market at a stock exchange after a transition period. The current inclusion in the qualified Open Market (m:access segment of the Munich Stock Exchange) will end. The decision was reached after carefully weighing the advantages and disadvantages of the quotation of the shares.

AURELIUS Equity Opportunities has undergone a substantial transformation in the last 15 years, developing from a turnaround investor focused on Germany to a member of the pan-European AURELIUS Group specializing in private equity, private debt, and real estate.

Already since 2013, there has been no need for the company to make use of the funding possibilities afforded by the quotation of the shares in the qualified Open Market to raise equity capital. At the same time, the financial and regulatory effort entailed by the quotation of the shares in this segment, which in some cases also creates disadvantages for the company’s day-to-day business, has risen considerably in the last few years. The intended segment change was decided after a careful assessment of the corresponding advantages and disadvantages, on the basis of which it was determined that a quotation of the shares in the qualified Open Market is no longer necessary.

Therefore, the Board of Directors resolved today to file an application to revoke the quotation of the shares of AURELIUS Equity Opportunities SE & Co. KGaA in the m:access segment and to revoke the inclusion in the Open Market of the Munich Stock Exchange. AURELIUS Equity Opportunities further assumes that its shares will be traded in the general Open Market at another stock exchange in the future as well.

The rights of existing shareholders linked to their shares will be preserved after this segment change. The exact timing of the discontinuation of trading will depend on the corresponding decision to be made by the Munich Stock Exchange. The transition period could last for up to one year or possibly longer.

ABOUT AURELIUS

AURELIUS is a pan-European alternative investment firm. Deep operational expertise and experience enable AURELIUS to accelerate value creation within its portfolio companies. The Group has offices in London, Luxembourg, Munich, Amsterdam, Stockholm, Madrid, Milan, and Dusseldorf.

Our key investment platforms are AURELIUS European Opportunities IV fund and the listed AURELIUS Equity Opportunities SE & Co. KGaA (ISIN: DE000A0JK2A8, Ticker Symbol: AR4), which specialise in corporate carve-out transactions and acquiring companies with development potential in the mid-market. The investment strategy’s core element is growth of its portfolio companies, supported by a team of almost 100 operating taskforce experts.

AURELIUS Group additionally operates in the areas of growth capital, real estate and alternative lending solutions. AURELIUS Growth Investments participates in leveraged buyouts in mid-market succession situations. AURELIUS Real Estate Opportunities focuses on real estate investments, the value of which can be increased in the long-term by means of active management. AURELIUS Finance Company provides flexible lending solutions to firms across Europe.

With its group charity AURELIUS Refugee Initiative e.V., AURELIUS provides comprehensive support to refugees on their way towards a better life.

To find out more, visit www.aurelius-group.com

Uniper SE: Uniper resolves capital increase from Authorized Capital 2022 in the amount of EUR 5,538,029,306.60

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

The Board of Management of Uniper today resolved, with the consent of the Supervisory Board, on a capital increase using the Authorized Capital 2022 created by the general meeting on 19 December 2022. The share capital of the Company of EUR 8,622,132,000.10 is to be increased by EUR 5,538,029,306.60 to EUR 14,160,161,306.70 by issuing 3,257,664,298 new registered no-par value shares with a pro rata amount of the share capital of EUR 1.70 per new share (New Shares) against cash contributions. The New Shares shall carry dividend rights from 1 January 2022. The shareholders' statutory subscription rights are excluded. Only the Federal Republic of Germany or a person specified in Section 29 (6) EnSiG is permitted to subscribe for the New Shares.

RAS Beteiligungs GmbH: Bidders connected to XXXLutz Group secure 80.94% of home24 shares

- Entities connected to XXXLutz have already secured a stake of around 80.94% in the current share capital of home24 – including shares from capital increase, share purchases and other instruments

- 19,315,319 shares tendered within the acceptance period, which ended on 9 December

- Further acceptance period commences on 15 December and ends on 28 December

- Management Board and Supervisory Board of home24 have recommended acceptance of the Offer

- XXXLutz intends to delist the home24 shares after completion of the Offer

Wels, 14 December 2022 – RAS Beteiligungs GmbH, LSW GmbH and SGW-Immo-GmbH, three entities connected to XXXLutz Group (“XXXLutz”) today announced the result of their voluntary public takeover offer (the “Offer”) to the shareholders of home24 SE (“home24” or the “Company”). A total of 19,315,319 shares were tendered within the acceptance period that ended on 9 December 2022. Based on an increased total share capital of the Company of 33,578,132 shares as of this record date due to the issuance of 2,168 shares from contingent capital, this represents a stake of 57.52% in the share capital and voting rights of home24. Together with the shares from the capital increase announced on 5 October 2022, subscribed by entities connected to XXXLutz and already implemented, as well as share purchases and other instruments, XXXLutz has secured a stake of approximately 80.94% in the current share capital of home24.

The remaining home24 shareholders will now have a time-limited additional opportunity to accept the Offer. In accordance with the German Securities Acquisition and Takeover Act (WpÜG), shareholders who have not yet tendered their shares can accept the Offer by tendering their home24 shares during the additional acceptance period at the attractive offer price of EUR 7.50 in cash per share. The additional acceptance period begins on 15 December 2022 and ends on 28 December 2022 at midnight (CET). The offer will expire at the end of the additional acceptance period. XXXLutz intends to delist the home24 shares after completion of the offer.

In their reasoned statement pursuant to Section 27 WpÜG, the Management Board and the Supervisory Board of home24 have recommended that the shareholders of the Company accept the Offer. Both boards have particularly highlighted the financial attractiveness of the Offer. Completion of the Offer remains subject to customary antitrust approvals.

The Offer is made on and subject to the terms and conditions set out in the offer document. The offer document is available online in German and as a non-binding English translation along with other information related to the Offer at: www.xxxlutz-offer.com. In addition, the offer document can be ordered free of charge through the central settlement agent, UniCredit Bank AG, MAC2RT, Arabellastrasse 12, 81925 Munich, Germany (orders to be submitted by email, stating postal address, at tender-offer@unicredit.de).

About XXXLutz

XXXLutz has grown steadily in the 77 years of its existence. The XXXLutz Group operates more than 370 furniture stores in 13 European countries (Austria, Germany, Czech Republic, Hungary, Slovenia, Slovakia, Croatia, Romania, Bulgaria, Switzerland, Sweden, Serbia and Poland) and employs more than 25,700 people. With an annual turnover of EUR 5.34 billion, XXXLutz Group is one of the three largest furniture retail groups in the world.

About home24

home24 is a leading pure-play home & living e-commerce platform in continental Europe and Brazil. With more than 250,000 home & living products in Europe and over 200,000 articles in Latin America, home24 offers a unique selection of large and small furniture pieces, garden furnishings, mattresses and lighting. home24 is headquartered in Berlin and employs around 3000 people worldwide. The company is active in seven European markets: Germany, France, Austria, the Netherlands, Switzerland, Belgium and Italy. home24 is also active in Brazil under the Mobly brand. The group also includes the lifestyle brand Butlers with 100 stores in the DACH region and an additional 25 in the rest of Europe. home24 is listed on the Frankfurt Stock Exchange (ISIN DE000A14KEB5).

va-Q-tec AG: Prospectively near-term conclusion of a Business Combination Agreement with EQT Private Equity and approval of a cash capital increase without subscription rights of approx. 10%

Publication of inside information pursuant to Art. 17 (1) of Regulation (EU) 596/2014 on market abuse (Market Abuse Regulation)

Würzburg, 09. December 2022. The Management Board of va-Q-tec AG (“va-Q-tec”) is prospectively about to enter into a Business Combination Agreement with sotus 861. GmbH (in future: Fahrenheit AcquiCo GmbH) (the “Bidder”) and its sole shareholder, both of which are controlled by the EQT X Fund (hereinafter together with Bidder “EQT Private Equity”), in order to support the company’s long-term growth by way of a strategic partnership. In this context, EQT Private Equity is prospectively about to announce that it intends to submit a voluntary public takeover offer (“Takeover Offer”) to the shareholders of va-Q-tec to acquire all no-par-value registered shares of va-Q-tec AG (ISIN DE0006636681 / WKN 663668) (“va-Q-tec Shares”) against payment of a cash consideration in the amount of EUR 26.00 per va-Q-tec Share. The prospective near-term announcement of the Takeover Offer by EQT Private Equity would correspond to a premium of 103.6% in relation to the volume-weighted average price of the va-Q-tec share over the past three months prior to today’s announcement.

In the Business Combination Agreement, va-Q-tec and EQT Private Equity intend to agree on the terms of the Takeover Offer. Subject to, inter alia, the review of the offer document still to be published by EQT Private Equity, va-Q-tec’s Management and Supervisory boards intend to support the Takeover Offer. The Business Combination Agreement, if successful, would provide that EQT Private Equity combine va-Q-tec’s service and systems business for the pharmaceutical industry with one of its portfolio companies, Envirotainer AB (“Envirotainer”), in which EQT Private Equity already holds an indirect majority interest, and develop va-Q-tec’s thermal energy efficiency and thermal box business within a separate, new company over the long term. Furthermore, EQT Private Equity intends to pursue a potential delisting va-Q-tec.

The Takeover Offer is to contain standard closing conditions, in particular a minimum acceptance rate of 62.5% of the existing share capital and is to be subject to regulatory approvals. The founding families of va-Q-tec AG hold in aggregate 3,464,635 va-Q-tec shares, corresponding to 25.8% of all va-Q-tec shares, which would be attributed to the Bidder and counted towards the minimum acceptance rate. The founding families of va-Q-tec AG intend to undertake to contribute the majority of the va-Q-tec shares they hold, and to remain invested in va-Q-tec together with EQT Private Equity.

In connection with the prospectively near-term conclusion of the Business Combination Agreement with EQT Private Equity, va-Q-tec’s Management Board intends to pass a resolution, with Supervisory Board consent, to increase the company’s share capital by approximately 10% against cash capital contributions, making partial use of the Approved Capital 2022/1 and excluding subscription rights (the “Capital Increase”). In this context, the implementation of the Capital Increase would be subject to the completion of the Takeover Offer. Upon completion of the Takeover Offer, EQT Private Equity would subscribe for the new shares at a price of EUR 26.00 per share. Following the implementation of the Capital Increase, the share capital of va-Q-tec would thereby increase by EUR 1,341,500, from EUR 13,415,000.00 to EUR 14,756,500. The proceeds of EUR 34,879,000 from the Capital Increase are to be deployed in order to finance, among other objectives, va-Q-tec’s further growth.

In connection with the prospectively near-term conclusion of the Business Combination Agreement, the Bidder also intends to submit to the va-Q-tec Management Board a request to initiate negotiations for the conclusion of a domination and profit and loss transfer agreement following the completion of the Takeover Offer.

Pursuant to their statutory obligations, once the Bidder has published the Offer Document, the Management and Supervisory boards of va-Q-tec AG would issue and publish a reasoned opinion concerning the Takeover Offer.

ADVA Optical Networking SE: Amount of the Recurring Compensation Payment under Domination and Profit and Loss Transfer Agreement with ADTRAN Holdings, Inc.

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

Munich, Germany,29 November 2022.

On 18 October 2022, the management board of ADVA Optical Networking SE (“ADVA”) made public that a final draft of a domination and profit and loss transfer agreement with ADVA as the controlled company and Adtran Holdings, Inc. (“Adtran Holdings”) as the controlling company and had been drawn up. This included a cash compensation pursuant to Sec. 305 of the German Stock Corporation Act (Aktiengesetz – “AktG”) in the amount of EUR 17.21 per ADVA share and a annually recurring compensation payment under Sec. 304 AktG in the amount of EUR 0.59 gross or EUR 0.52 net per share and fiscal year of ADVA. These amounts were based on a rounded risk- and maturity-equivalent annuity interest rate (Verrentungszinssatz) of 3.0%. In the announcement, it was pointed out that possible changes in the interest rate environment might lead to slight increases in the annually recurring compensation payment. The parties had agreed on specific amounts for annuity interest rates in a range between 3.25–5.5%. The details are described in the invitation to the extraordinary general meeting of ADVA that was published in the German Federal Gazette (Bundesanzeiger) on 24 October 2022.

After today’s meeting with the valuation expert PVT Financial Advisors SE, the management board of ADVA assumes that the annuity interest rate on 30 November 2022 will remain unchanged at 3.0%. The extraordinary general meeting will, therefore, resolve on the conclusion of a domination and profit and loss transfer agreement, whose Sec. 4 para. 2 provides for an annually recurring compensation payment in the amount of EUR 0.59 gross or EUR 0.52 net (after deduction of current corporate income tax and solidarity surcharge) per share and fiscal year of ADVA. The cash compensation payment, the amount of which the parties intended not to be affected by a change in the annuity interest rate, continues to be EUR 17.21.

RAS Beteiligungs GmbH: Bidders connected to XXXLutz Group publish offer document for takeover of home24 – acceptance period commences

11.11.2022 / 12:13 CET/CEST

- Offer document published following approval by German Federal Financial Supervisory Authority (“BaFin”)  

- Acceptance period starts today and ends on 9 December 2022

-Highly attractive cash offer of EUR 7.50 per share represents a premium of 124% over the closing price of the home24 share on 4 October 2022 and a 141% premium over the corresponding three-month volume-weighted average share price

-The Management Board and Supervisory Board of home24 support the offer

- XXXLutz has already secured a c. 68.7 % stake in the current share capital of home24

- XXXLutz intends to delist the home24 shares after completion of the offer

Wels, 11 November 2022 – RAS Beteiligungs GmbH, LSW GmbH and SGW-Immo-GmbH, three entities connected to XXXLutz Group (“XXXLutz”) have published the offer document for their voluntary public takeover offer (the “Offer”) to the shareholders of home24 SE (“home24”) today. Consequently, home24 shareholders can tender their shares starting today for the highly attractive cash offer of EUR 7.50 per share. The acceptance period ends on 9 December 2022 at 24:00 hrs (local time in Frankfurt am Main, Germany) or 6pm respectively (local time in New York). The publication of the offer document was approved by BaFin today.

The offer represents a highly attractive premium of 124% over the XETRA closing price of home24 on 4 October 2022, the last trading day prior to the announcement of the intention to launch the Offer on 5 October 2022, and a premium of 141% over the volume-weighted average share price during the three months prior to the announcement of the Offer.

The current overall macroeconomic situation, impacted by inflation and geopolitical tensions, is challenging. This is also reflected in consumer confidence, among other areas. XXXLutz and home24 are convinced that XXXLutz can serve as a financially strong partner and provide home24 with the stability and impetus it needs to pursue its future path in the current market environment. The Management Board and Supervisory Board of home24 plan to support the Offer and advise shareholders to accept it, subject to due diligence and fiduciary duties and pending the assessment of the offer document.

XXXLutz has already secured a stake of approximately 68.7 % in the current share capital of home24. This includes irrevocable undertakings by large shareholders to tender their shares, shares from the capital increase announced on 5 October 2022, subscribed to by XXXLutz and already executed, and share purchases as well as other instruments executed to date. Completion of the Offer will be subject to the antitrust approvals customary in the market as well as further customary conditions. The Offer is not subject to a minimum acceptance threshold. In addition, XXXLutz is considering a Delisting of the home24 shares from the stock exchange following completion of the Offer.

The offer document is available online in German and as a non-binding English translation along with other information related to the offer at: www.xxxlutz-offer.com. In addition, the offer document can be ordered free of charge through the central settlement agent, UniCredit Bank AG, MAC2RT, Arabellastrasse 12, 81925 Munich, Germany (orders to be submitted by email, stating postal address, at tender-offer@unicredit.de).

About XXXLutz

XXXLutz has grown steadily in the 77 years of its existence. The XXXLutz Group operates more than 370 furniture stores in 13 European countries (Austria, Germany, Czech Republic, Hungary, Slovenia, Slovakia, Croatia, Romania, Bulgaria, Switzerland, Sweden, Serbia and Poland) and employs more than 25,700 people. With an annual turnover of EUR 5.34 billion, XXXLutz Group is one of the three largest furniture retail groups in the world.

About home24

home24 is a leading pure-play home & living e-commerce platform in continental Europe and Brazil. With more than 250,000 home & living products in Europe and over 200,000 articles in Latin America, home24 offers a unique selection of large and small furniture pieces, garden furnishings, mattresses and lighting. home24 is headquartered in Berlin and employs around 3000 people worldwide. The company is active in seven European markets: Germany, France, Austria, the Netherlands, Switzerland, Belgium and Italy. home24 is also active in Brazil under the Mobly brand. The group also includes the lifestyle brand Butlers with 100 stores in the DACH region and an additional 25 in the rest of Europe. home24 is listed on the Frankfurt Stock Exchange (ISIN DE000A14KEB5).

Additional payment with regard to the merger of Bewag Holding AG is now paid out

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

The appraisal proceedings initiated in 2003 in connection with the merger of Bewag Holding Aktiengesellschaft were concluded at the end of last year with an amendment (additional payment per Bewag share). Former shareholders of Bewag Holding Aktiengesellschaft who became shareholders of Vattenfall Europe Aktiengesellschaft as a result of the merger and received shares in Vattenfall Europe Aktiengesellschaft are therefore entitled to an additional cash payment of EUR 2.30 per Bewag share plus interest for the period from October 24, 2003 to August 31, 2009 at a rate of 2 percentage points p.a. and from September 1, 2009 at a rate of 5 percentage points p.a. above the respective base interest rate pursuant to Section 247 of the German Civil Code.

Payment of this additional payment has been delayed to date. The respondent's procedural representatives informed us in May 2022:

"Due to the time elapsed, the processing by the banks involved is more laborious than usual. In this respect, our client asks you and your clients for some understanding and patience. There is no doubt that the payment including interest will be made."

https://spruchverfahren.blogspot.com/2022/05/spruchverfahren-zur-fusion-der-bewag_16.html

A payment was then announced in the Federal Gazette (Bundesanzeiger) "as of September 14, 2022."

https://spruchverfahren.blogspot.com/2022/08/weitere-bekanntmachung-der-beendigung.html

The former Bewag shareholders have now been credited with "technical rights" to subsequent improvement with the WKN 0Z0058. Crediting of the rectification plus the not inconsiderable interest here should take place in the next few days.

Note: Many custodian banks are no longer able to track structural measures dating back longer. In the case of facts dating back more than 10 years (not uncommon in appraisal proceedings), relevant documents should therefore be saved.

The simplest solution would be to have rectification rights with their own securities numbers (WKN), as is the case in Austria. Unfortunately, this has so far failed in Germany due to Clearstream.

Kammergericht, decision of December 7, 2021, file no. 2 W 9/17 .SpruchG
Berlin Regional Court, decision of March 28, 2017, file no. 102 O 126/03 AktG.
Lägeler et al. ./. Vattenfall GmbH (formerly: Vattenfall Europe AG)
19 Applicant
Joint representative: Attorney-at-law Christoph Regierer, 10789 Berlin
Respondent's counsel:
FGS Flick Gocke Schaumburg, 53175 Bonn, Germany

Squeeze-out at KUKA Aktiengesellschaft entered in the Commercial Register - Appropriateness of cash compensation to be reviewed by the Munich Regional Court I

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

After settlement of the actions for rescission and nullity against the squeeze-out resolution adopted at the Annual General Meeting of KUKA Aktiengesellschaft on May 17, 2022, the resolution was entered in the Commercial Register at the Augsburg Regional Court on November 8, 2022. The publication reads:

"The Annual General Meeting of May 17, 2022 resolved to transfer the shares of the remaining shareholders to the main shareholder, Guangdong Midea Electric Co., Ltd. with registered office in Foshan City, PR China, State Administration of Industry and Commerce (SAIC) PR China, number 91440606MA4W96D79N, in return for cash compensation."

With this entry in the commercial register, the minority shareholders lost their share ownership by law. The deposit item therefore now only relates to the compensation and subsequent improvement claims. A derecognition against payment of the cash settlement and interest accrued until then is expected to take place in the next few days.

The appropriateness of the cash compensation offered to KUKA minority shareholders in the amount of EUR 80.77 per bearer share will be subject to judicial review by the Munich Regional Court I (where appraisal proceedings from the Munich Higher Regional Court district are centralized). The law firm ARENDTS ANWÄLTE will apply for a review on behalf of several excluded minority shareholders.

Further information: kanzlei@anlageanwalt.de

Takeover offer for shares of Vantage Towers AG

Announcement of the decision to make a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 para. 1 in conjunction with sections 29 para. 1, 34 

of the German Securities Acquisition and Takeover Act 

(Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Bidder: 

Oak Holdings GmbH (currently still operating under Blitz D22-277 GmbH) 

Ferdinand-Braun-Platz 1 

40549 Düsseldorf 

Germany 

registered with the commercial register of the local court (Amtsgericht) of Düsseldorf under HRB98923 

Target: 

Vantage Towers AG 

Prinzenallee 11-13 

40549 Düsseldorf 

Germany 

registered with the commercial register of the local court (Amtsgericht) of Düsseldorf under HRB92244 ISIN: DE000A3H3LL2 

Oak Holdings GmbH (currently still operating under Blitz D22-277 GmbH; “Bidder”), a wholly owned indirect subsidiary of Vodafone GmbH that shall become part of a joint venture between Vodafone GmbH and Oak Consortium GmbH (currently still operating under SCUR-Alpha 1539 GmbH), a holding company controlled by Global Infrastructure Management, LLC, and investment funds, vehicles and/or accounts advised and managed by various subsidiaries of KKR & Co. Inc. (“Oak Consortium”), decided today to make a voluntary public takeover offer to the shareholders of Vantage Towers AG (“Takeover Offer”) for the acquisition of their no-par-value registered shares (auf den Namen lautende nennwertlose Stückaktien) in Vantage Towers AG (DE000A3H3LL2; “Vantage Towers Shares”). The Bidder intends to offer a cash consideration in the amount of EUR32.00 per Vantage Share. In connection with the Takeover Offer, the Bidder will also acquire all Vantage Towers Shares currently held by Vodafone GmbH (currently 413,347,708 Vantage Towers Shares, corresponding to approx. 81.72% of the issued share capital and the existing voting rights of Vantage Towers AG). 

The Bidder expects to make the Takeover Offer subject to completion conditions relating to certain regulatory clearances and other customary closing conditions. 

In addition, the Bidder, Vodafone GmbH, Oak Consortium and Vantage Towers AG have entered into a business combination agreement dealing with the terms of the investment of the joint venture in Vantage Towers AG. 

The Bidder further intends to implement a domination and profit and loss transfer agreement in accordance with sections 291 et seq. of the Stock Corporation Act with the Bidder as dominating entity and Vantage Towers AG as dominated entity and/or, if a shareholding of 95% of the share capital is reached, a squeeze-out of the minority shareholders of Vantage Towers AG pursuant to sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz). 

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

https://angebot.wpueg.de/oak/ 

The offer document for the Takeover 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 Vantage Towers Shares. The terms and further provisions regarding the Takeover Offer by the Bidder to the shareholders of Vantage Towers AG will be set forth in the offer document which will be published following approval of its publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Holders of Vantage Towers 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 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. 

The Takeover Offer will be made in the United States of America in reliance on, and compliance with, Section 14(e) of the US Securities Exchange Act of 1934 and Regulation 14E thereunder, as exempted thereunder by Rule 14d-1(d). 

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 its behalf may, outside of the United States of America and in compliance with applicable law, from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, Vantage Towers Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, Vantage Towers Shares, other than pursuant to the Takeover 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. 

This announcement may contain statements about Vodafone GmbH and/or its affiliates (together “Vodafone Group”), KKR & Co. Inc. and/or investment funds, vehicles and accounts advised and managed by any of its subsidiaries (together the “KKR Entities”), Global Infrastructure Management, LLC, and/or its affiliated entities as well as advised and managed investment funds (together the “GIP Entities”) or Vantage Towers AG and/or its subsidiaries (together “Vantage Group”) that are or may be “forward-looking statements”.   (...) Vodafone GmbH, Oak Consortium and the Bidder caution you that forwardlooking statements are not guarantees of the occurrence of such future events or of future performance and that in particular the actual results of operations, financial condition and liquidity, the development of the industry in which Vodafone Group, the KKR Entities, the GIP Entities and Vantage Group operate and the outcome or impact of the acquisition and related matters on Vodafone Group, the KKR Entities, the GIP Entities and/or Vantage Group may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. Any forward-looking statements speak only as at the date of this announcement. Except as required by applicable law, Vodafone GmbH, Oak Consortium and the Bidder do not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise. 

Düsseldorf, 9 November 2022 

Oak Holdings GmbH (currently still operating under Blitz D22-277 GmbH) 

Managing Directors

Nikon has Secured 86.17% in SLM During the Acceptance Period, Additional Acceptance Period Begins on November 5, 2022

Tokyo, Japan, November 4, 2022 – Nikon Corporation (“Nikon”) today announced that at the expiry of the acceptance period for the voluntary public takeover offer (the “Takeover Offer”) for the shares (ISIN DE00A111338 and ISIN DE000A289BJ8) of SLM Solutions Group AG (“SLM”) at midnight (CET) on November 1, 2022, Nikon AM. AG (the “Bidder”), a direct subsidiary of Nikon, has secured approximately 86.17% of the share capital of SLM, taking into account the shares resulting from the conversion of all convertible bonds issued by SLM and due in 2026. The acceptance period for the Bidder’s parallel voluntary tender offer for the acquisition of all convertible bonds issued by SLM and due in 2026 (“the “Bonds Offer”) simultaneously expired at midnight (CET) on November 1, 2022.

During the acceptance period, the Takeover Offer has been accepted for 19,175,775 SLM shares, which corresponds to approximately 74.48% of the share capital of SLM based on a share capital of 25,744,680 SLM shares (as published by SLM on October 14, 2022). Concurrently, the Bonds Offer has been accepted for 42,710 convertible bonds issued by SLM and due in 2026, which, upon conversion, would result in 5,361,089 SLM shares corresponding to approximately 17.23% of the share capital of SLM, taking into account the shares resulting from the conversion of all convertible bonds issued by SLM and due in 2026. Therefore, the Bidder, together with the 2,270,172 SLM shares directly held by the Bidder, has secured 26,807,036 SLM shares, which corresponds to approximately 86.17% of the share capital of SLM, taking into account the shares resulting from the conversion of all convertible bonds issued by SLM and due in 2026.

By now, the closing conditions for the Takeover Offer and the Bonds Offer respectively other than foreign investment control clearance in the United States have been fulfilled. Consequently, SLM shareholders who have not tendered their shares can still accept the Takeover Offer and bondholders who have not tendered their convertible bonds issued by SLM and due in 2026 can still accept the Bonds Offer, during the additional acceptance period, which begins on November 5, 2022 and expires at midnight (CET) on November 18, 2022. SLM’s management board and supervisory board, in their reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG), recommended that SLM shareholders accept the Takeover Offer.

The Takeover Offer and the Bonds Offer are made on and subject to the terms and conditions set out in the respective offer documents. The offer documents (together with a non-binding English translation) and other information pertaining to the Takeover Offer as well as the Bonds Offer are available on the following website: www.dm-offer.com.

Details as to how the Takeover Offer and the Bonds Offer can be accepted are set out in the respective offer documents. To tender their shares and/or convertible bonds, SLM shareholders and/or bondholders should contact their respective custodian bank.

About Nikon:

Nikon has been a pioneer in optical technology markets worldwide since its inception in 1917. Today, utilizing advanced technologies, we offer a wide range of products and solutions from digital cameras and binoculars to industrial precision equipment such as FPD and semiconductor lithography systems, microscopes and measuring instruments as well as products for the healthcare field. In the future, we will take advantage of Nikon’s core technologies to generate new core pillars of profit including the material processing business; Nikon strives to be a leading company in precision and optics fields that realizes sustainable growth of enterprise value in the medium- to long-term.

Nikon is a publicly traded company, headquartered in Japan, with offices around the world.

Further information is available at www.nikon.com.

About SLM:

SLM Solutions is a global provider of integrated metal additive manufacturing solutions. Leading the industry since its inception, it continues to drive the future of metal additive manufacturing in every major industry with its customers’ long-term success at its core. SLM Solutions is home to the world’s fastest metal additive manufacturing machines boasting up to 12 lasers and enabling build rates of up to 1000ccm/h. With a portfolio of systems to suit every customer’s needs, along with its team of experts closely collaborating at every stage of the process, SLM Solutions leads the way on return on investment with maximum efficiency, productivity, and profitability. SLM Solutions believes that additive manufacturing is the future of manufacturing and has the desire and capability to take its customers there – right now.

SLM Solutions is a publicly traded company headquartered in Germany, with offices in Canada, China, France, India, Italy, Japan, Singapore, South Korea, and the United States.

Further information is available on www.slm-solutions.com.

KROMI Logistik AG: Initiation of a squeeze-out procedure under stock corporation law by the main shareholder Investmentaktiengesellschaft für langfristige Investoren TGV with cash compensation of EUR 8.50 per share intended / Resignation from the Supervisory Board

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

Hamburg, November 2, 2022 - KROMI Logistik AG (ISIN DE000A0KFUJ5) informs that the main shareholder with a majority interest in the company, the Investmentaktiengesellschaft für langfristige Investoren TGV based in Bonn, today informed KROMI Logistik AG's Managing Board of its intention to initiate and carry out a squeeze-out procedure within the meaning of Section 327a et seq. of the German Stock Corporation Act (AktG). In this regard, the company has been informed that the required shareholding of at least 95% of the shares has been secured. The minority shareholders are to be offered a cash compensation of EUR 8.50 per share. The required squeeze-out resolution by the Annual General Meeting is to be passed by the end of February 2023. The steps required for this will be initiated accordingly.

In this context, Mr. Jens Große-Allermann, as a member of the Managing Board of the Investmentaktiengesellschaft für langfristige Investoren TGV, has informed the company that he is resigning from his position as a member of KROMI Logistik AG's Supervisory Board with immediate effect.