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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


 

ACTIONS CORNER

 

CECONOMY: Strong year-end share price performance

With an increase by 3%, CECONOMY-shares are the top performer on the last trading day in 2017. The increase was triggered by the death of the co-founder of Media Markt, Erich Kellerhals, who died at the age of 78.

For many years the dispute between the two shareholders in Media Markt, which is majority-owned by CECONOMY, blocked the management flexibility and tied capacities. The death might pave the way for an end to a fierce battle over the control and management of Media Markt, as some investors hope that his heirs would be able to reach a solution.

 

Deutsche Börse AG: Programmed for trouble with BaFin?

In mid-November, the supervisory board appointed Mr. Theodor Weimer as CEO auf Deutsche Börse AG, effective 1 January 2018, for a period of three years. Mr. Weimer follows Karsten Kengeter, who resigned with effect of 31 December 2017. Unfortunately it looks like the media received word about the new appointment ahead of the rest of us, and in particular the ad hoc release in this context might have come a bit too late. Frankly speaking, one does not really understand why this information has been published in ad hoc-form, since the market expected a qualified replacement for Kengeter anyhow. So, rather than being a real legal issue, this incident looks more like a great opportunity for BaFin to share its ideas on what kind of information needs to be published ad hoc and what might go without. However, if for example the current supervisory board of Deutsche Börse where to decide to step down in light of the recent governance problems with Deutsche Börse, this could come as a surprise to the market and require communication via ad hoc-release.

 

Linde AG: Acceptance ratio for the voluntary public takeover offer of Linde plc to the shareholders of Linde AG reached 90% threshold

Linde AG announced that the acceptance ratio for the voluntary takeover offer in the form of an exchange offer of Linde plc to the shareholders of Linde AG in connection with the planned merger of equals with Praxair reached the 90% threshold. Accordingly, Linde plc could initiate a merger-related squeeze-out pursuant to section 63(5) of the German Transformation Act (Umwandlungsgesetz) in the event of a completion of the planned business combination.

This news followed the news that Praxair`s CFO Matthew White told investors that the plant-engineering unit, along with the U.S. medical gases division Lincare, could be divested. Mr. White is expected to become the finance chief of the combined group.

 

Lufthansa takes off

The recent acquisition of NIKI Luftfahrt GmbH and Luftfahrtgesellschaft Walter mbH, from Air Berlin Group, is a substantial capacity push for Lufthansa´s subsidiary Eurowings, adding 17 Bombardier Dash 8 Q400 and 33 Airbus A320 aircraft to its fleet. In the same 13 October press release Lufthansa announced that Eurowings plans to acquire additional aircrafts.

On 16 October, Lufthansa provided further clarification regarding their acquisition plans. The airline announced that it had submitted an offer letter expressing its interest in establishing a “NEWAlitalia”. The offer targets parts of the Global network traffic and European and domestic point-to-point business and is expected to further strengthen the market position of the leading airline.

 

Deutsche Börse AG: With a little help by my friends…

Deutsche Börse AG announced that the company will inform the public prosecutor that it would accept the fines announced in relation to accusations of an alleged violation of the prohibition against insider trading in December 2015 and of an alleged failure to publish an ad hoc announcement in January 2016. By doing so, the company agrees to pay two fines under separate proceedings pursuant to section 30 para. 4 sentence 1 of the German Regulatory offences Act (Ordnungswidrigkeitengesetz).

However, the company added that it does not share the public prosecutor´s view concerning the accusations raised. Also, the company assumes that the current investigation proceedings against the chairman of the executive board, Carsten Kengeter, will be closed subject to conditions.

As the transaction smells like a ransom payment for Mr. Kengeter, many shareholders and customers expressed a negative response. Hence, let´s press our thumbs that Mr. Kengeter and the members of the supervisory board will get an opportunity to explain what happened to shareholders at next year´s AGM.

 

Siltronic AG: Please delete the first sentence

It is still common practice with many German companies to allow shareholders to “adequately participate in the positive business performance”, thus putting the owners of the business on the same entitlement level as any other stakeholder. Accordingly, it is no surprise to read such a statement in an annual report.

However, Siltronic went a step beyond and announced a defined dividend policy that “aims at distributing around 40% of the consolidated earnings of the Siltronic Group according to IFRS principles, attributable to the shareholders.” This part of the message is appreciated by shareholders, thank you. But please delete the sentence in the announcement regarding the adequately participation, since it could be misinterpreted in this context.