Our Sponsors

VIPCoFCCGBroadridgeLink Market Services GmbHAHEADhermesDP DHLK+SSAPGeorgesonSuedzuckerWacker Chemie AGThomson ReutersEQS Group

Search

VIPsight

Corporate Governance – portrayed in the individual cultural and legal framework, from the standpoint of equity capital.

VIPsight is a dynamic photo archive, sorted by nations and dates, by and for those interested in CG from all over the world.

VIPsight offers, every month:
transparent and independent current information / comments / facts and figures on corporate governance locally and internationally,

  • written by local CG experts,
  • selected and structured by the Club of Florence,
  • financed by its initiator VIP and other sponsors with a background of “Equity and Advisory” interests.
     

VIPsight International


VIPsight - 3rd Quarter 2018

 

COMPANIES

 

RWE AG: Too much energy in the wood

The Higher Administrative Court Münster abolished the immediate enforcement of the forest clearance as permitted by the main operation plan 2018 – 2020 for the lignite opencast mine in Hambach. As a consequence, RWE has to await the final decision on the further forest clearance, which will be issued later in the main proceedings. Depending on the outcome, RWE may be allowed to resume the forest clearance thereafter.

As a result of the court decision, as of 2019 the EBITDA of the segment Lignite & Nuclear will be negatively affected in the range of a low three digit million Euro amount per year.

 

Linde AG: Getting closer to the final spurt

Linde AG confirmed that Praxair and Linde aligned on October 1st, 2018 with the staff of the U.S. Federal Trade Commission (FTC) regarding the required sales of business activities in the United States and related commitments and that such remedy package has been submitted to the FTC Commissioners for their decision.

The company added that a successful completion of the business combination is, in addition, subject to the timely receipt of the required buyer approval by the European Commission. According to a prior announcement, the outstanding regulatory approvals need to be granted prior to October 24th, 2018.

 

Fresenius SE & Co. KGaA: Court backs Fresenius´ exit from merger agreement with Akorn 

In the lawsuit by Akorn Inc. against Fresenius for the consummation of the April 2017 merger agreement the Court of Chancery in the U.S. state of Delaware ruled in favor of Fresenius. However, the judgement is not yet final.

Fresenius terminated the merger agreement due to Akorn´s failure to fulfill several closing conditions. An independent investigation initiated by Fresenius had revealed, among other things, material breaches of FDA data integrity requirements relating to Akorn´s operations. Akorn responded by suing in the court of Chancery in Delaware for the consummation of the agreement.

The news came as a blow to Akorn shareholders. In an initial market reaction, Akorn shares dropped by more than half despite the announcement of the intention to appeal the court decision.

 

Aurubis AG: European Commission expressed concerns regarding the approval of a sale of the segment Flat Rolled Products

In the course of merger control proceedings regarding the sale of the segment Flat Rolled Products of Aurubis to Wieland Werke AG, the European Commission informed Aurubis and Wieland that clearance of the transaction can probably not be achieved with the proposed remedies. The critical hurdle may be overcome with further remedies. However, Wieland is not obliged to offer these under the terms of the Sale and Purchase Agreement. Hence, Aurubis expects that the execution of the transaction is not any longer more likely than not.

Aurubis made clear that it does not share the Commission´s current assessment and that the parties agreed to continue the merger control proceedings in order to still achieve clearance of the transaction. Nonetheless, the managing board of Aurubis has identified strategic alternatives to the transaction as part of a contingency planning.