Our Sponsors

VIPCoFCCGBroadridgeLink Market Services GmbHAHEADhermesDP DHLK+SSAPGeorgesonSuedzuckerWacker Chemie AGThomson ReutersEQS Group



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

Article Index



Capital News


Siemens AG: When kids learn to walk….

Most children can hardly walk when they start to go their way. This is exactly the purpose of a spin-off on the capital market. Something like this can become painful, however, if the separation is not complete. Siemens is well acquainted with this problem.

With Siemens Energy AG´s Xetra closing share price of 13.99 EUR on June 30, 2022, the market value of Siemens` 35% investment in Siemens Energy AG fell significantly below the book value. This triggered an impairment of the investment, resulting in a total non-cash impact on net income of approx. 2.8 bn EUR in the third quarter of the financial year 2022.

So far, so good. The impairment based on the stock exchange valuation of the Siemens Energy shares helps investors to evaluate holdings in Siemens AG shares. But what would have happened if Siemens Energy had been a unit of Siemens AG at the time of the impairment?


Leonie AG: Sometimes the Devil has to eat Flies

Extraordinary events in particular brought the formerly profitable Leonie group to the brink of collapse. The current year is no exception to this. The critical topic was the financing of the group beyond 2022.

Finally, in June the redeeming message could be published. Leoni has fundamentally agreed with its syndicate banks on a refinancing plan that is supposed to secure the further financing of the group. The terms of Leoni´s financial instruments expiring at the end of 2022 are in principle to be extended until the year-end 2025.

Great. This sounds like a success. But let´s take a closer look at the fine print. The net proceeds from the sale of the business group Automotive Cable Solutions are to be used to up to a total of € 442 Mio. to repay financial liabilities, while the financing costs increase “moderately”. Four syndicate banks under the company´s revolving credit facility 2018 get the option to convert a major portion of their loans that are not settled from the proceeds of the Automotive Cabel Solutions disposal into equity instruments or to seek early repayment from the proceeds from an equity transaction. In any case, this step will lighten Leoni´s balance sheet in the estimated amount of € 132 million.

Leoni plans to carry out a combination of a capital increase from authorized capital and to issue a mandatory convertible bond, which will involve issuing shares or rights and obligations to purchase in an amount of up to 50% of its share capital. The cash contributions from these subscription offers will be used to repay the remaining revolving credit facility receivables. If the subscription rights are not fully exercised, the creditors of the remaining revolving credit facility will assume the unsubscribed parts as a contribution in kind. Leoni is not to pay out any dividend until the restructured credit lines are repaid.

The conditions are tough. But from the perspective of shareholders, this is certainly not the worst outcome.


Deutsche EuroShop AG: Farewell!

There are companies whose most important feature is their inconspicuousness. Deutsche Euroshop is a good example. Transparency and a fundamentally solid business development characterize this company. Surprises were therefore not to be feared. Such a company is often perceived as a sitting duck. Hence, the voluntary public takeover offer by Oaktree and CURA is no surprise, either.

On May 23, 2022, the company informed that it has entered into an investor agreement with Hercules BidCo GmbH, according to which the bidder will make a voluntary public takeover offer for all outstanding shares of the company for €21.50 per share in cash. In addition, the company´s shareholders will receive the amount of the dividend payable for the financial year 2021, which is expected to be € 1.00 per share. The offer was subject to a minimum acceptance threshold of 50.0% plus one share, and certain other customary conditions.

The bidder is a subsidiary of Hercules Holdings S.á.R.l., which is controlled by affiliates of Oaktree Capital Group, and the limited partnership CURA Vermögensverwaltung GmbH & Co, ultimately controlled by Mr. Alexander Otto. Based on the investor agreement, the Management Board and the Supervisory Board welcomed the offer. Amidst the offer, the company decided to postpone its annual general meeting and reconvene it at the end of August 2022.

On July 12, the investors announced that the minimum threshold had been exceeded. A few days later, the announcement of the departure of the previous board members followed. Shareholders should adapt to the new times.


Dermapharm Holding SE: A view over the Rhine

Dermapharm AG, a wholly owned subsidiary of Dermapharm Holding SE, offered to acquire 100 percent of the shares in Aphamrma TopCo SAS. Apharma is domiciled in Carros France, and owned by the private equity company Montagu, and minority shareholders. The purchase price offered is approximately EUR 450 million.

The target company is the holding company of the Arkopharma Group, a provider of herbal OTC products and dietary supplements in France and other European countries. The group achieved sales of approximately € 191 million in fiscal 2021. The forecast for the current fiscal year amounts to approximately € 200 million.

The execution of the corresponding share purchase agreement is subject to the consultation of the works council of certain French companies of the Arkopharma Group. The Management Board expects the transaction to be completed at the beginning of January 2023.