ACTIONS CORNER
OSRAM Licht AG: Talks with Bain Capital and Carlyle Group confirmed
A few days ahead of this year´s AGM OSRAM Licht AG confirmed market rumors that Bain Capital and Carlyle are considering a joint acquisition of up to 100% of the company´s shares. In this context, the company is currently in detailed discussions with the interested parties. However, OSRAM also pointed out that it still is possible that the discussions could fail.
The investors´ interest comes in a phase of uncertainty for the company, its employees and shareholders amid a poor business performance and questionable strategic decisions. At the AGM on February 19th, more than a quarter of the votes casted voted against the discharge of the CEO Olaf Berlien.
Siemens AG: European Commission prohibits combination of the Siemens and Alstom mobility businesses
On September 26, 2017, Siemens and Alstom have signed a Memorandum of Understanding to combine Siemens' mobility business, including its rail traction drives business, with Alstom. The two businesses are considered to be largely complementary in terms of activities and geographies. Siemens would have received newly issued shares in the combined company, representing 50 percent of Alstom's share capital on a fully diluted basis.
On February 6, 2019, the European Commission has announced its decision to prohibit the proposed combination of the Siemens and Alstom mobility businesses. As a result of this prohibition, the merger will not proceed.
Steinhoff International Holdings N.V.: Additional Oversight requested
Steinhoff received a petition by a group of shareholders for inquiry proceedings before the Enterprise Chamber of the Amsterdam Court of Appeal. The petition includes a request to appoint an investigator as well as an additional member of the supervisory board of the company whose will include oversight that information is provided adequately and in the context of any inquiry to be ordered by the Enterprise Chamber. The Enterprise Chamber has sent notices to interested parties with regards to these proceedings. A hearing is scheduled to take place on May 23rd, 2019.
Aurubis AG: Reviewing strategic alternatives for the Segment Flat Rolled Products
Following the European Commission’s decision to veto the sale of Aurubis AG’s Segment Flat Rolled Products (FRP) to Wieland-Werke AG on February 6, 2019, Aurubis is reviewing strategic alternatives for the business division.
In October of last year, Aurubis announced that the Commission had expressed concerns about approving the transaction during discussions. Hence, the decision did not come as a surprise to Aurubis. In a press release the company stated that already at that time, Aurubis identified additional potential options and will look at these more intensively now.
TLG Immobilien AG
On January 31st, 2019 TLG Immobilien informed about the withdrawal of a request to convene an Extraordinary Shareholders´ Meeting, which initially had been requested by Ouram Holding S.á.r.L. earlier that month.
In the initial request, Ouram proposed to put the revocation of three current members of the supervisory board and the election of four new members named by Ouram into this board on the agenda of the meeting.
According to a letter from the chairman of the supervisory board to the shareholders, the supervisory board had already commenced a search process to find suitable candidates to put forth for a shareholder vote at the regular AGM, which is scheduled for May 10, 2019th. By the end of 2018, one supervisory board member resigned from the board, while the chairman while the current chairman of the board will not seek reelection. According to the letter, Ouram had knowledge of this process and argued that an immediate resolution of its proposals would be required in March rather than waiting for the AGM in May, because the company needs to regain power to act in the short term.
The argument for the expedition of the shareholders meeting looks strange, and there is not even a hint why there should be a need to circumvent the minimum corporate governance requirements in order to “regain power” for the company.
RWE AG: Conversion of preferred Shares into common Shares planned
The management board of RWE AG decided to propose to the AGM on May 3rd, 2019, as well as to a separate meeting of the owners of the preferred shares to be held directly after this AGM, to convert the preferred shares into common shares. The proposal envisages the mandatory conversion of all preferred shares into common shares on a 1:1 basis without a requirement for any additional payment by the holders of the preferred shares.
In most instances, the purpose of preferred shares issued by German corporates is to limit the voting powers of the owners of these shares. Hence, the preferred shareholders are the holders of the common shares, while the preferred shares receive a symbolic compensation, for example in the form of a small extra dividend, etc.