VIPsight - 2nd Edition 2022
COMPANIES
Uniper SE: Like a wounded Dinosaur
Maybe everything would have turned out differently if Putin´s Blitzkrieg Strategy had been successful. The resistance of the people in Kiew not only saved them from this fate but also emphasized the particular risk in dealings with totalitarian systems.
At least Uniper now has a better idea of what kind of material the good profits in its gas business were made of. In June this year, the company withdrew its outlook for the financial year 2022 regarding the adjusted EBIT and adjusted net income. In addition, the company expected EBIT and adjusted net income for the first six months of 2022 to be significantly below the respective last year´s figures.
Uniper blames Gazprom for this misery. Since June 16th, 2022, Uniper has received only 40% of the contractually committed gas volumes from Gazprom. Consequently, Uniper had to procure substitution volumes at significantly higher prices. Since the company cannot yet pass on the resulting additional costs, it has to carry significant financial burdens. At the same time, Uniper warned of risks from the “geopolitical situation”, as well as the duration and scope of Russian gas supply restrictions. In particular, Uniper mentioned that gas price developments are difficult to assess at present. Amidst this background, Uniper entered into discussions with the German government on possible stabilization measures, including equity investments.
Political risks are always difficult to assess for outsiders. But the fact that Russia is at war with Ukraine should have been noticed in Essen by 2014 at the latest. The supply of gas from Russia has depended on the political goodwill of the Kremlin and its mastermind Putin. Two questions follow from this. What has Uniper´s management done to regionally diversify the gas supply and reduce the risk factor Russia, and how was this political risk presented to shareholders in the company´s reports? So that might become expensive, once the dust settled.
Allianz SE: “Hoffentlich Allianz-versichert!“
Allianz SE informed that its indirect subsidiary Allianz Global Investors U.S. LLC (AGI) has entered into settlements with the U.S. Department of Justice and the SEC in connection with the Structured Alpha “matter”. According to the resolution with the Department of Justice, AGI will plead guilty to one count of criminal securities fraud, and the SEC resolution establishes that AGI violated U.S. securities laws. These settlements fully resolve the U.S. governmental investigations of the Structured Alpha “matter” for Allianz.
The Statement of Facts accompanying the resolution states that the criminal misconduct was limited to a handful of individuals in the Structured Products Group of AGI who are no longer employed by the company and that the Department of Justice´s investigation did not otherwise find any knowledge of, or participation in, the misconduct at Allianz SE or any other entity of the Allianz Group.
Allianz SE also informed that it has signed a Memorandum of Understanding to enter into a long-term strategic partnership including a transition of AGI´s investment management activities with currently approx.. USD 120 billion in assets under management in scope to a new partner in the US. The transferred activities do not include any part of the Structured Products Group, which has previously been dissolved. As consideration for the transfer, Allianz Global Investors would receive a stake in the enlarged entity and long-term, global, cross-distribution agreements.
In connection with the settlements, AGI will pay a forfeiture of USD 174.3 million to the Department of Justice, and USD 675 million as a penalty to the SEC that may be used in some part as compensation for investors. Other monetary obligations addressed by the Department of Justice and the SEC have been or will be satisfied by the approximately USD 5 billion in compensation paid to Structured Alpha investors.
ADLER Real Estate AG: Another Opportunity missed
We have heard a lot from ADLER Real Estate in recent months. Even the last doubter should have understood by now: this company is still alive, and it is defending itself against the allegations made.
When assessing the effectiveness of measures implemented, one has to keep in mind that the governance structure of the group offers an ideal breeding ground for short sellers. The structure is complicated, intransparent, and full of unfinished corners. On the other hand, this is at least partly due to the company´s rapid growth, in which the optimization of parts was perhaps more important than the efficiency of the whole. Measures to improve the corporate structure, such as the planned squeeze out of the shareholders of ADLER Real Estate AG, are therefore particularly interesting for investors.
Adler Group S.A. submitted a formal request that an extraordinary general meeting of ADLER Real Estate shall resolve to transfer the shares of the minority shareholders to Adler Group for an appropriate cash settlement. Adler Group currently holds approximately 96.72% of ADLER Real Estate´s share capital. The extraordinary EGM is expected to be held towards the end of 2022.
Buhlmann's Corner
Stories - that life wrote.
"If history repeats itself, and the unexpected always happens, how incapable must Man be of learning from experience."
George Bernard Shaw
When Ruhrgas was still ruled by Burckhard Bergmann and headquartered in Essen, the energy world was still in order - the business model was cutthroat then as now, though it was in line with the political credo of those years. Blessed by a ministerial permit and showered with purchase price/money. Ruhrgas was the pride of a whole nation, ended up with the people's share VEBA in E.on and was integrated into UNIPER at its 2nd rebirth to make it prettier.
The Finnish Fortum wanted to take over UNIPER also because of the gas wholesale and was still arguing with the relevant activist shareholders of the so-called special situation: there came Putin, the gas tap and the end of an era with Russian gas wholesale. Not only ex-Chancellor Schröder sat in soft Russian manager chairs - but it was Schröder who, without cooling-off in the Chancellery, took out a billion-euro guarantee for North-Stream, only to end up in an executive position with the borrower the next day. At that time hardly anyone was bothered, today no one really wants to know. According to its own understanding and its abbreviated name, Ver.di is a "service" trade union - I have not yet found out for whom it provides services apart from the respective chairperson. A Frank Bsirske was elected in November 2000 in Hanover as an "accident" and led a strike of fire brigade workers at Frankfurt airport in winter 2002. With little use of strike funds, he paralysed the airport. As he was at the same time vice-chairman of the supervisory board of Deutsche Lufthansa - which lost many millions in shareholder assets in the strike - VIP ... called on the AGM 2003 not to discharge this supervisory board member Bsirske: he is one of the rare examples of DAX supervisory board members who have not been discharged. Christine Behle has taken this story to heart. With a 6-figure salary, she is deputy chairperson of the Lufthansa supervisory board, without having previously pursued a job to earn a living other than in the union hall. In her role as vice-boss of ver.di, she unleashes a 27-hour so-called warning strike on the peak of Lufthansa operations in Frankfurt and Munich. She ruins a large part of Lufthansa's reputation, destroys trust, 1,000 cancelled flights and 134,000 (or more - who counted them?) stranded Lufthansa customers. So far she has not resigned, she is not fulfilling her legal duty to avert damage to the company and, presumably as a child of the 1968s, she is dreaming of a re-election at the Annual General Meeting on 10 May 2023. That's the arrogance of self-serving functionaries who mistake conflicts of interest as an award.
Instead of castigating the operational executive management for mistakes of the past years, such functionaries should first present their constructive criticism in hard times. And if they cannot do the one but do the other - then they should at least have the decency to resign. One can only hope that Klaus-Michael Kühne will be man enough to reproach Christine Behle for this and give her a fair chance to mend her ways by not discharging and not re-electing her.
Hegel remarked somewhere that all great world-historical facts and persons happen twice, so to speak.[1] He forgot to add: one time as a tragedy, the other time as a farce.
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= deutsche Text-Version weiter unten =
2003 AGM Deutsche Lufthansa AG Agenda Item 4: counter-motions
Ladies and Gentlemen,
We – VIP association of institutional shareholders e.V.,Bonn (Buschstr. 52, 53113 Bonn; www.VIP-cg.com) –hereby move, at the forthcoming annual general meeting on 18 June 2003 in Cologne, that: - discharge to Supervisory Board members be voted on INDIVIDUALLY and - deputy Supervisory Board chair (and simultaneously chair of ver.di trade union) Mr Frank Bsirske be refused discharge, because: the targeted warning strike by the ver.di trade union on 17 December 2002, in the public-service collective bargaining dispute, at all Lufthansa hubs caused damage to Lufthansa shareholders. A Supervisory Board member is obligated to company interests. In his capacity as chair of the ver.di trade union Mr Frank Bsirske had a manifest conflict of interest in the collective bargaining dispute in the public service. He resolved it, obviously at the expense of LH, by exclusively pursuing ver.di’s interests and even using the damage to Lufthansa as a lever to conspicuously promote collective-bargaining interests foreign to Lufthansa. For a third time Lufthansa is being harmed, from within its own ranks so to speak, by striking Supervisory Board members: after Heinz Klunker in 1974 and Monika Wulf-Mathies in 1992, now Frank Bsirske 2002. With his responsibility as deputy Supervisory Board chair, he is bringing the sensitive model of parity-based codetermination in "Germany Inc." into disrepute internationally – and more and more non-German employees, not entitled to vote for "their" supervisory board, are rightly complaining. The Corporate Governance Commission's efforts at enhancing the attractiveness of the German capital market through transparency were stymied by Mr Bsirske’s behaviour. The debate on the parity-based Supervisory Board naturally took a controversial turn and came to nothing. We shareholders must accordingly act to punish Mr Bsirske’s misconduct by refusing discharge. Not only the shareholders, but also the efforts of all the workers fighting for their jobs, and of the management acting successfully to cope with the air traffic crisis (9/11, the Iraq crisis, SARS), are harmed by such extraneous influences from SB members – not independant. VIP (www.VIP-cg.com) represents shareholders at the general meeting, and is putting forward the necessary motion for giving discharge to Supervisory Board members individually. Only thereafter can each shareholder send a signal: against conflicts of interest, for independent boards. Institutional investors must act in accordance with their individual directives and take up their responsibility for their clients. By § 120 AktG (the German Companies Act), discharge to Supervisory Board members has to be voted on individually if a minority of 390,625 individual Lufthansa shares so requests. Each one should turn up at the AGM or confer a proxy with both instructions, as the forthcoming Security Exchange Commission (SEC) regulations on fiduciary duties provide. For the effort towards transparent, conflict-free Corporate Governance, for independent Supervisory Boards - vote for the VIP motions, or give us your proxy - no discharge for Frank Bsirske!
Hauptversammlung 2003 Deutsche Lufthansa AGTOP 4, Gegenanträge Hiermit beantragen wir VIP Vereinigung Institutionelle Privatanleger e.V., Bonn (Buschstr. 52, 53113 Bonn; www.VIP-cg.com) bei der kommenden Hauptversammlung am 18.06.2003 in Köln: - über die Entlastung der Aufsichtsratsmitglieder EINZELN abzustimmen und - dem stellvertretenden Aufsichtsratsvorsitzenden (und gleichzeitig Vorsitzenden der Gewerkschaft ver.di) Herrn Frank Bsirske die Entlastung zu verweigern, weil: der gezielte Warnstreik der Gewerkschaft ver.di im Tarifkonfilkt des öffentlichen Dienstes am 17.12.2002 auf alle Lufthansa-Drehkreuze die LH-Aktionäre geschädigt hat. Das Mitglied des Aufsichtsrates ist den Unternehmensinteressen verpflichtet. In seinem Amt als Vorsitzender der Gewerkschaft ver.di stand er beim Tarifstreit im Öffentlichen Dienst im eindeutigen Interessenkonflikt, und hat diesen eindeutig zu Lasten der LH gelöst, indem er ausschliesslich Ver.di Interessen verfolgte und die Schädigung der Lufthansa sogar als Hebel für die prominente Durchsetzung Lufthansa fremder Tarifinteressen nutzte. Zum dritten Mal wird Lufthansa durch streikende Aufsichtsräte alias Gewerkschaftsvorsitzende sozusagen aus den eigenen Reihen geschädigt. Nach Heinz Klunker 1974 und Monika Wulf-Mathies 1992 nun Frank Bsirske 2002. In der Verantwortung des stellvertretenden Aufsichtsratsvorsitzenden bringt er das sensible Modell der paritätischen Mitbestimmung in der Deutschland AG international in Verruf. Zu Recht beschweren sich immer mehr ausländische Beschäftigte, die an der Wahl “ihres“ Aufsichtsrat nicht beteiligt sein dürfen. Das Bemühen der Corporate Governance Kommission zur Erhöhung der Attraktivität des deutschen Kapitalmarktes durch Transparenz wurde durch Herrn Bsirskes Verhalten konterkariert. Die Diskussion im paritätisch besetzten Aufsichtsrat verlief naturgemäß kontrovers und blieb folgenlos: Wir Aktionäre sind deshalb gefordert diesen Fehlverhalten von Herrn Bsirske durch Verweigerung der Entlastung zu sanktionieren. Nicht nur die Aktionäre, sondern die Leistung aller um ihren Arbeitsplatz kämpfenden Mitarbeiter und des erfolgreich agierenden Vorstandes zur Bewältigung der Luftverkehrskrise (11.9.2001, Irak-Krise, SARS,) werden durch solche Fremdeinflüsse der Aufsichtsräte geschädigt – weil deren Unabhängigkeit fehlt. VIP (www.VIP-cg.com) vertritt Aktionäre in der Hauptversammlung und stellt den notwendigen Antrag auf Einzelentlastung der Aufsichtsratsmitglieder. Erst danach kann jeder Aktionär ein Zeichen setzen: gegen Interessenkonflikte, für unabhängige Räte. Institutionelle Anleger müssen nach ihren individuellen Richtlinien handeln und Verantwortung für ihre Kunden wahrnehmen. Gemäß § 120 AktG ist über die Entlastung der Aufsichtsratsmitglieder einzeln abzustimmen, wenn eine Minderheit von 390.625 Stückaktien der Lufthansa dies verlangt. Jeder sollte in der HV erscheinen oder Vollmacht mit Weisung (pro beider Anträge) erteilen - so wie es das kommende Regelwerk der treuhänderischen Pflichten zur Stimmabgabe der Security Exchange Commission (SEC) vorsieht. Für das Streben zu transparenter, konfliktfreier Corporate Governance, für unabhängige Aufsichtsräte: stimmen sie für den VIP-Antrag, erteilen Sie uns Vollmacht - keine Entlastung für Frank Bsirske!
best regards Hans-Martin Buhlmann Vorsitzender - Ceo
VIP (Vereinigung Institutionelle Privatanleger) eV Association of institutional shareholders Association des actionnaires institutionnels t h e e u r o p e a n p r o x y a g e n t Buschstr 52 D-53113 Bonn fon +49 228 24 252 12 fax +49 228 24 252 88 mobile +49 179 50 15 062 This email address is being protected from spambots. You need JavaScript enabled to view it. cg = corporate-governance
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ACTIONS CORNER
Salzgitter AG: Do good things, and talk about it
Salzgitter`s Executive and Supervisory Boards approved to make funds of € 723 Mio. Available for the first expansion stage of the SALCOS® project. This project aims to fully convert the integrated steelworks in Salzgitter in three stages to low-CO2 crude steel production by 2033. Up to around 95% of the CO2 emissions amounting to approximately 8 million tons, a year will be gradually reduced as a result.
As part of the first expansion stage, a DRI plant and an electric furnace are to be built by the end of 2025. These facilities will enable Salzgitter to produce 1.9 million tons of low-CO2 crude steel a year, thereby replacing a blast furnace and a converter.
This news shows how important sustainability criteria became for investors. Five years ago this would have been nothing more than a side note for most shareholders. Today, on the other hand, it is ad hoc news supposed to move the share price.
LANXESS AG: High Performing Engineering meets Private Equity
Specialty chemicals company LANXESS and Advent International decided to establish a joint venture for engineering and high-performance polymers. LANXESS contributes its High Performance Materials business uni, which is valued at € 2.5 billion and will receive an initial payment of at least € 1.1 billion and a share of up to 40 percent in the future joint venture. Advent will hold at least 60 percent of the joint venture. At the same time, LANXESS and Advent signed an agreement to acquire the Engineering Materials business from Royal DSM, which will become part of the new joint venture. The purchase price is € 3.7 billion and will be financed by the joint venture via equity from Advent and external debt. The represents sales of around € 1.5 billion with an EBITDA margin of approximately 20 percent. The joint venture is still subject to approval by the relevant authorities. Closing is expected in the first half of 2023.
LANXESS plans to use the proceeds for debt reduction and a share buyback in the amount of up to € 300 million. LANXESS will have the possibility to divest the remaining stake in the joint venture to Advent earliest after three years. An EBITDA multiple has already been agreed upon in this respect.
Siemens Energy AG: Correcting a Birth Defect
Siemens Gamesa Renewable Energy, S.A. is an independent group within the Siemens Energy group. This leads to friction and makes group management more difficult. One consequence of this was persistent earnings and control problems. Many investors, therefore, welcome the decision to take a step towards deeper integration of Siemens Gamesa into Siemens Energy Group via a voluntary cash tender offer for the outstanding shares in Siemens Gamesa Renewable Energy.
The bidder owns approximately 67.1 percent of Siemens Gamesa and offers € 18.05 per share for the outstanding 32.9 percent, equivalent to a premium of 27.7 percent to the last unaffected closing price of € 14.13 on 17 May 2022. Following a successful closing, Siemens Energy intends to pursue a delisting of Siemens Gamesa from the Spanish stock exchanges.
According to Siemens Energy, the transaction will support management efforts to resolve the current challenges at Siemens Gamesa, and the combined group may benefit from significant cost and revenue synergies. Assuming a full acceptance of the offer, Siemens Energy intends to finance up to € 2.5 billion of the transaction value with equity or equity-like instruments. The remainder of the transaction, which is expected to close during the second half of 2022, would be financed with debt as well as cash on hand.
Adler Group S.A.: Disagreements with BaFin
Adler Group announced that it appealed against a decision by BaFin. Within the scope of an error determination, BaFin has decided that the audited consolidated financial statements as of 31 December 2019 and the related summarized management report for the 2019 financial year of ADLER Real Estate AG contain an accounting.
In essence, BaFin´s derivation of the error finding is based on what BaFin considers to be an inappropriately high valuation of a real estate project. Adler has repeatedly pointed out publicly that it considered the valuation, which had been audited and certified several times in the consolidated financial statements, to be proper and correct. Furthermore, the valuation has been appraised by a professional independent surveyor. However, Adler and BaFin have different views on this matter, which are now being clarified by taking legal actions.
The message probably contains all relevant information. But it still leaves plenty of room for speculation. For example, you could ask the following question:
If the Bafin position is right, this would mean an existential threat for Adler. Therefore, one would think at first glance that a quick clarification in court is in Adler´s interest. But maybe things are different here. After all, Adler cannot be sure of winning in court. And perhaps the outcome is a partial success that would not help in this matter. Let´s put it this way: By going to court, Adler also gained time to find a viable solution with its lenders.
Viewed from this perspective, it is probably not that important how the court decides later. Is it therefore possible that this news pleases everyone involved, whether speculators, investors, auditors, lawyers, creditors, and above all Adler Group? It´s probably a good idea to ask here: Who´s agent is the agent?
People
Volkswagen AG: Wolfsburg Inbreeding
For most of his tenure, Dr. Herbert Diess`s leadership of Volkswagen was controversial. In a period of upheaval for a company, that doesnßt have to be bad. But when something like this escalates into public discussion, a board chairman quickly becomes a lame duck. Combined with management mistakes, the bossßs days are quickly numbered in these circumstances. Therefore, the only surprise about the announcement of the departure of the CEO of Volkswagen was the long waiting period. Finally, at the end of July, the time had come, and the company announced that the Supervisory Board and Dr. Diess have agreed that Dr. Diess will leave the Board of Management of Volkswagen AG by mutual consent, effective 1 September 2022. Dr. Diess will be succeeded by Dr. Oliver Blume, Chairman of the Board of Management of Dr. Ing. H.c. F. Porsche AG. Dr. Blume will also remain the Chairman of Porsche AG.
Does this sound like a responsible decision by the Supervisory Board? Investors may wonder why this decision came so late. More importantly, the personnel decision takes a lot of the credibility out of Porsche´s planned IPO and looks just like another gap filler.
DWS Group GmbH & Co. KGaA: Good Corporate Governance needs to be learned
The shareholders of DWS Group should not have to worry about the corporate governance of their company. After all, these investors don´t own ordinary shares, but so-called limited partnership shares, which are largely without rights in corporate governance topics. So why should shareholders care about it at all?
The answer is simple: because a lot of money is involved. DWS Group faces serious allegations, especially regarding its sustainable investments and greenwashing. It is currently unclear to what extent these accusations are true. What is more important, however, is how the company dealt with it, since that cost DWS its reputation and, above all, business. A lot of business. Maybe even enough to persuade the previous management to resign?
In June 2022, investors learned that Stefan Hoops assumed the role of CEO of DWS, following a shareholder´s meeting of the general partner of DWS. He succeeded Asoka Wöhrmann, who resigned as CEO of DWS Group. Mr. Hoops will no longer serve as the head of Deutsche Bank AG´s Corporate Bank.
Aareal Bank AG: Money heals all Wounds in the Capital Markets
Aareal Bank AG and Atlantic BidCo GmbH have entered into an investment agreement, based on which Atlantic is prepared to submit a renewed takeover offer to the shareholders of Areal Bank. According to the agreement, the offer will provide for a cash offer price of € 33 per share. This price is set to include the dividend of € 1.60 per share announced by Aareal Bank.
The minimum acceptance level will be 60%. The agreement contains a market standard and index-related material adverse change clause. The bidder's strategic objectives and intentions remain unchanged from the first investment agreement entered into on 23 November 2021. The bidder continues to support the “Aareal Next Level” strategy pursued by the Management Board and the Supervisory Board, growth is set to accelerate further, and the Group shall continue in its current structure. Furthermore, the agreement is based on the joint understanding that there will be no outflow of value from the company, by way of distributions to shareholders or through a spin-off of Aareal´s stake in Aareon.
The bidder has received irrevocable tender commitments from the shareholders Petrus Advisers, Talomon, Teleios and Vesa, covering approximately 37 percent of all shares in Aareal Bank AG. Following a successful offer, these shareholders are supposed to hold an indirect, aggregate non-voting stake of up to 25 percent in the bidder.
ADVA Optical Networking SE: Get down to Business quickly
Until recently, ADVA was a successful holdover of the Neuer Markt segment of Deutsche Börse. Success makes companies attractive. We know the outcome. ADTRAN launched a successful voluntary takeover bid via an exchange offer by its subsidiary Acorn HoldCo. in November 2021. At that time, however, there were still conditions that had to be met.
The decisive hurdle for this transaction was cleared in July 2022. The German Federal Ministry for Economics and Climate Protection granted the foreign direct investment approval that was required for closing the transaction.
Two further pieces of information followed immediately after this message to shareholders. ADVA´s CEO, Brian Protiva, will transition into the position of vice chairman of the board of Acorn HoldCo, which is the future parent company of both, ADTRAN and ADVA. The current CTO of ADVA, Dr. Christoph Glingener, will take over the position of CEO in ADVA the day Mr. Protiva leaves this board. Furthermore, Acorn HoldCo has informed ADVA about its intention to enter into negotiations regarding the conclusion of a domination agreement, or a domination and profit and loss transfer agreement. ADVA´s management board has decided to enter into negotiations for such an agreement.
At this rate, it probably won´t be long before this stock disappears from the market.
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.