VIPsight - July 2013
COMPANIES
Tipp24: Lucky move
The Hamburg internet lottery provider and SDax company is finding Germany too restrictive. On account of the strict laws governing games of chance in the Federal Republic, the online platform is moving to London and will focus its attention in future on Great Britain, the USA and Spain. With the move, the lottery company will also drive forward its international expansion. But the company will continue its listing with Deutsche Börse.
Hornbach: Delayed season for D-I-Yers
The SDax listed D-I-Y group Hornbach made a bad start to the year. Until April 2013, snow, frost and rain hindered demand for building supplies and garden articles. Sales by Hornbach-Holding AG from March to May were nearly three percent lower than in the previous year’s period.
Despite its poor first quarter, Germany’s third-largest D-I-Y chain with stores in nine European countries continues to adhere to its original projection for the whole year 2013/14. The company reckons with unchanged high demand for building and renovation, and aims to slightly exceed its previous year’s sales of 3.23 billion Euros.
Mobotix: Friendlier stock market segment
The medium-sized company Mobotix has announced its voluntary switch from Prime Standard to the less tightly regulated Entry Standard of the Frankfurt Stock Exchange. The board regards this stock market segment as appropriate for the company due to its balanced and company-friendly follow-up obligations. But the stock is expected to remain listed in the Prime Standard until the end of the year.
This year is also full of personnel changes for the provider of video security systems. Firstly a new CFO arrived at the beginning of the year, and June saw the departure of two long-standing members of the supervisory board.
With its stock exchange listing in 2007, Mobotix could record a history of success. Launched in the Entry Standard in autumn 2007, the stock rose by some 90 percent by the end of the year in spite of the tight economic situation, and moved to Prime Standard as early as spring 2008. Last year the software specialist recorded a sales increase of more than eleven percent. The upward trend continued in the first half of the current financial year, with sales rising by three percent.
Heraeus: Dental sector abandoned
The medium-sized precious metals and technology group Heraeus has sold its dental division to the Japanese stock-market-listed firm Mitsui Chemicals Inc. (MCI) from Tokyo. Heraeus Kulzer is a provider of dental solutions and materials, e.g. for prosthetic restoration and local anesthesia. The division, with 1,400 employees worldwide, 685 of them in Germany, will be completely taken over by MCI and the existing management will stay in place.
Recently the sector had stagnated in terms of product turnover, and now the aim is for it to benefit from new development opportunities with MCI. With this move, the family company Heraeus is returning to a stronger focus on its core business. Most recently, the company from Hanau suffered a fall of 13 percent in annual product turnover, due among other things to the catastrophic development of the photovoltaic sector. But the board remains cautiously optimistic for the current year. Numerous acquisitions in the course of a new market orientation will help to secure the company’s future results.
In 2010, the SME had placed a bond with a volume of 250 million euros with private and institutional investors. The bond, which was admitted to the Luxembourg Stock Exchange, has a maturity until May 29, 2017.
Buhlmann's Corner
Dawn of committed corporate governance in Germany
Seen in retrospect, it's the small events that set turning points, such as the Annual General Meeting of GSW Immobilien on 18 June 2013 in Berlin. In the basement of the Chamber of Commerce and Industry of the Federal Capital, a few dozen stockholders of the real-estate company, founded in 1924, met – arriving not only from Holland but even from São Paulo. By then it was clear that, on the one hand, the commitment in the sense of “we take care of” the shareholders was rarely large, and that on the other, both opponents have made incomprehensibly many mistakes.
What had happened? The longstanding, solid real-estate company had lost its CEO to the competition. For that there were and are official and unofficial reasons. Whether the problems of the new employer provoked the departure or whether the discord between Chairman and CEO seemed solvable only this way – he was gone. The desk was still dust free, the chair still warm, and the Supervisory Board had already appointed a new CEO – an old friend of the Chairman. The process led to discussions, or rather to a need for discussion. But the administration felt on its high horse and as inviolable as the Vatican.
GSW had just arranged its second meeting after the IPO when two unusual but valid motions came in. Proposer PGGM had just a “ridiculous” 2.6% of the shares – a market capital of € # #.
On the one hand, the General Meeting should vote no confidence in the Chairman/CEO – even though discharge to him was not even on the agenda, because he was only a few weeks in office.
On the other, the general meeting should vote the Supervisory Board Chairman out – though the proposer had named no replacement explicitly. Revolution without a king – a creative variant.
So the management sat before the shareholders and behaved like the Americans justifying their data-collecting mania as protecting the nation from terrorism and paedophilia (?) and, chest puffed with pride, asked whether IT outsourcing actually had been the right and safe way .....
until information surfaced that even friendly heads of state and supra-nations who had (partially?) paid the Americans to fight terrorism and by definition cannot be connected with immoral sexual practices were being spied on in the same way ....
Supervisory Board chairman Eckart John von Freyend stood up and justified his independence and the integrity of the goings-on in detailed questions with the observation “we are by definition independent – ex cathedra, Amen.”
Executive Bernd Kottmann described the continuing corporate strategy, of which one got the impression he didn't know it, and elsewhere boasted his historical achievements with “I acquired the caverns that saved the company” – whereas in the year prior to his appointment there (IVG Immobilien in Bonn, today floundering) you could read in the Annual Report that the “caverns” had been part of the group's activities for 25 years.
It came as it had to, and as was ultimately proper: after the count, distrust of the Board was pronounced by majority vote, and at 69.6% the high hurdle for dismissal of the Supervisory Board, 72% of the capital present, was just missed. It took more days (and nights), as well as the vote of the Works Council, and only then did those concerned resign. If every necessary decision by Supervisory Board chairman and CEO takes that long – then it's goodbye and good night.
Buhlmann's Corner 2
Refurbishment of German Corporate Governance Code – urgent?
The Government Commission on the German Corporate Governance Code on 13 May 2013
adopted amendments to the German Corporate Governance Code. The new version of the Code came into force on 10 June 2013 on publication in the Federal Gazette.
The changes relate (mainly) to executive compensation and the first successful deletions, of passages that have become superfluous – and also unnecessary, because the legislature overtook the Commission on the right.
Instead of a small adaptation, the Code urgently needs a policy, and a clean slate.
The Code Commission needs its own budget – not just “random” sponsors.
The Code Commission needs a credible and respected advocate for the cause – after a charismatic start under Cromme, under Klaus-Peter Müller recognition levelled off proportionately with the market price of the Commerzbank he led previously and concurrently.
The Code Commission needs a transparent and representative composition instead of a random and unstructured royal appointment in a deal between the Ministry and the Chancellery…
... and by that I mean, among other things, more representative than just men!
ACTIONS CORNER
After Rhön-Klinikum had announced it wanted to apply for registration of the disputed Annual General Meeting resolution to remove the takeover hurdle at the registry court before the expiry of the limitation period, B. Braun Holding reiterated its opposition. The major shareholder announced it would file a legal challenge, but so far this has not happened. The package shareholder also has time until the expiry of the limitation period on 12 July. The Rhön shareholder, which last year reported a share package of five per cent, was convinced that its action “will have success.”
Five years after the failed joint entry of RWE and Rustenburg into the Russian electricity market (TGK-2), the legal processing of the case goes into a new round. The subsidiary of Sintez Group, which belongs to Leonid Lebedev, is still trying to get compensation from the German energy company. The Russian oligarch’s complaint is “admissible and well founded,” it said in a 246-page reply to the court. A year ago, the lawsuit against RWE and former CEO Jürgen Grossmann was filed before the district court, requesting damages in the amount of €675 million. The Essen-based energy provider receives compensation from Gazprom, however, for the past two years of over-expensive gas purchased. After the arbitration award, RWE may supposedly look forward to an additional payment in the billions. The supply contracts with Gazprom must according to it be removed from the rigid coupling to the oil price. This was decided by an arbitral tribunal in Vienna, ending a year-long conflict between the two groups. What the impact of the arbitration award on the annual results of the second-largest German energy group will be is still unclear. The ruling could also reduce the electricity price.
Uriel Sharef has to answer before Munich District Court in the wake of the bribery scandal. The prosecution had accused the former Siemens board member in the course of the multibillion-dollar corruption scandal in June 2011. Reportedly Sharef was then accused of having been involved in a system of slush funds and bribery involved in the award of a contract for the production of counterfeit-proof identification cards in Argentina. From 6 September the last former top manager of the electrical engineering company has to answer in court.
AGM Dates
| Company | Event | Date | Time | Place | Address | Published on |
| MDAX | ||||||
| Fielmann AG | ord. AGM | 11/07/2013 | 12:00 | 20457 Hamburg | Adolphsplatz 1, in der Handelskammer Hamburg | 29/05/2013 |
| The Agenda for the ordinary AGM of Fielmann AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Fielmann AG earned balance-sheet profits of €113.4m last business year. Of the profits, €2.70 per share (up to €113.4 million) is to be paid out as dividend and the income attributable to non-eligible treasury shares carried forward to new account. | ||||||
| LEG Immobilien AG | ord. AGM | 19/07/2013 | 10:00 | 40479 Düsseldorf | Joseph-Beuys-Ufer 33, in der Rheinterrasse Düsseldorf, Eingang Süd | 07/06/2013 |
| The Agenda for the ordinary AGM of LEG Immobilien AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. LEG Immobilien AG earned balance-sheet profits of €61.85m last business year. Of the profits, €21.72m is to be paid out as dividend and €40,14m carried forward to a new account. Approval of the system of executive remuneration is to be decided. | ||||||
| ProSiebenSat.1 Media AG | ord. AGM | 23/07/2013 | 10:00 | 80809 München | Toni-Merkens-Weg 4, in den Räumen der Event-Arena | 12/06/2013 |
| The Agenda for the ordinary AGM of ProSiebenSat.1 Media AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. ProSiebenSat.1 Media AG earned balance-sheet profits of €2,679.91m last business year. Of the profits, €1,201.35m is to be paid out as dividend and €1,478.56m carried forward to a new account. The existing authorized capital is to be replaced by a new one of €109.4 million. Furthermore, the Company is to be authorized to issue option and/or convertible bonds, with the option of excluding subscription rights. For this, conditional capital in the amount of €109.4 million is to be kept available. The current authorization to issue option and/or convertible bonds and the existing conditional capital 2009 are to be cancelled. The conversion of the preference shares into ordinary shares and the removal of the restriction on transferability of the ordinary shares is to be decided. A special resolution of the ordinary shareholders on the conversion of preference shares into ordinary shares and the removal of the restriction on transferability of the ordinary shares will be taken. An adaptation of the existing authorization to acquire and use treasury shares under exclusion of subscription rights, as well as the existing authorization to use derivatives as part of the acquisition of own shares under exclusion of subscription and tender rights of shareholders in relation to the proposed conversion of preference shares into ordinary shares, is to be decided. Additionally, several charter amendments are to be decided. | ||||||
Commentary SMEs
SME bonds
Investors are kept waiting for ratings
The recent headline made pleasant reading. Standard & Poor’s announced that in future they were also planning to rate small and medium-sized enterprises and their bonds. However: the Americans do not dare to venture into the booming market for stock-market-listed SME bonds. They only plan to examine private placements. In consequence the results will not be published and will only be made available to a limited group of investors or lenders. There is a substantial need for this service, too, because SMEs in particular find difficulty in obtaining finance. This is due to tighter bank regulation as well as issuers failing to satisfy the standards of the capital market.
But from the investor’s point of view it would be desirable for independent ratings to become available as soon as possible for market-listed SME bonds, too. This would involve higher costs for the companies. But if the SME bond issuing machinery, which is currently powering ahead at full steam, is not to grind to a halt, greater transparency and information for investors is needed. And this is ultimately also in the interests of the issuers
People
Although holding only 2.6 percent of GSW Immobilien, PGGM managed to force Bernd Kottmann and Eckart John von Freyend to retire. CEO Kottmann was released with immediate effect; his contract would be terminated by mutual agreement on 15 July, said the Berlin apartment proprietor. Supervisory Board chair von Freyend would step down “at his own request” on 31 July, it went on.
Kontron has indicated that it has brought in Michael Väth . The new sales and marketing director took over the position of Thomas Sparrvik, who supported him until his departure in late June. Väth was until recently General Manager EMEA and Head of Global Business Innovation at Hitachi Data Systems. In mid-April the unprofitable small-computer manufacturer announced that Jürgen Kaiser-Gerwens had also relinquished his post in late June.
Professor Karl W. Lauterbach has according to Rhön-Klinikum announced his immediate resignation from the Supervisory Board. Peer Steinbrück (SPD) had earlier called the long-standing Supervisory Board member into his shadow cabinet. Eugen Münch thanked Lauterbach for his many years of dedicated work, which was always constructive and enriching for the body in the substantive discussions, and wished him well for his political goals.
Appointed to the Global Managing Board at SAP only at the end of May, Luka Mucic currently has excellent prospects of becoming Chief Financial Officer (CFO) of the software company after the scheduled departure of Werner Brandt at the end of June 2014. An internal solution was emerging, said Hasso Plattner at the Annual General Meeting of the Dax Group in Mannheim on 4 June, referring explicitly to the most recent personnel changes.
Balda: New head of finance and ongoing feud over supervisory board
The SDax listed plastics specialist Balda has strengthened its finance management. Since June, Stefan Holtkamp has been head of controlling for the company and reports directly to the board. Holtkamp, who has a degree in business administration, is at the same time CFO of the Balda Medical Group. Previously he was head of group accounting and controlling at Technotrans AG.
There is still no resolution to the dispute about the reconstitution of the Balda AG supervisory board. The major shareholder Elector has been given the green light by the Bad Oeynhausen district court to call an extraordinary shareholders’ meeting. The higher regional court in Hamm rejected Balda’s appeal against this, although previously Elector has been unsuccessful before precisely this court.
Elector, the group’s major shareholder, is trying to force a change in the control body. With the shareholders’ meeting it aims to separate the three-member supervisory board from Balda and thus gain more influence over the body. Since the shareholders’ meeting in July is not held at the company’s headquarters in North Rhine-Westphalia but in Berlin, even with a minimal presence Elector would be able to achieve its goal with its nearly 30 percent share of equity capital. Behind Elector is Thomas van Aubel, who himself wishes to join the supervisory board.
Marseille-Kliniken: Groundhog Day
After the CFO of Marseille-Kliniken AG, Michael Thanheiser, resigned his office in the middle of June, board member Dieter Wopen took over this responsibility additionally at the end of June. Since November 2012 Wopen has been the board member responsible for outpatient care and the expansion of the nursing business.
According to the clinic operator, Thanheiser is leaving for health reasons. But insiders say that the pressure was too great. Since 2007 the company has chewed up seven board members.
Meanwhile, the new CFO will have enough on his hands. In July the company plans to switch from Prime Standard to the less transparent Entry Standard of the Frankfurt Stock Exchange, and it has already had a recent run-in with shareholder protection associations.
IVG Immobilien: Changing places
The Prime-Standard listed company IVG Immobilien AG has appointed Guido Piñol to its board as Chief Operating Officer from October 2013. Piñol, a graduate in economics and real estate economics, already took up his position as general agent of the company from July and will now also take over responsibility for the Funds and Asset Management segments. Piñol has been responsible for the reorientation of the asset portfolio in the Investment Division since 2010 and was appointed to its management board in 2011.
Meanwhile, his predecessor as COO, Christian Kühni, transferred to the management of subsidiary IVG Institutional Funds in July.
Campus
Code Commission doubts salaries reduction by legislative change
Shortly before the decision in the Bundestag on the amendment on executive compensation, the Government Commission on Corporate Governance had reiterated its criticism of the legislation. The proposed amendment would weaken the position and responsibility of the Supervisory Board, complained commission chairman Klaus-Peter Müller at the 12th German Corporate Governance Code Conference in Berlin. On the assessment of the German Chamber of Industry and Commerce (DIHK) too, the amendment introduced by the CDU/CSU and FDP to the 2012 company law increases the legal uncertainty for existing and new executive contracts and raises liability issues, as well as many practical questions from the perspective of the Supervisory Board. According to the government parties’ resolution, the shareholders' meeting will annually decide on the remuneration system for Executive Board members in listed companies.
Kartellamt reforms calculation method for anti-competitive agreements
Major corporations are in future threatened with more painful fines from the Federal Cartel Office for competition agreements. This is clear from the authority’s new Guidelines on Fines. If these companies are active in a variety of markets and the agreements relate only to a specific product, higher amounts could be due, Bundeskartellamt President Andreas Mundt announced. Under the new “Guidelines for the assessment of fines in cartel offences” that the Federal Cartel Office published on 25 June, as well as annual sales the amount of revenues the company achieved in the cartelized market in the period of the crime will be decisive for the calculation of the fine. Due to improved methods of investigation and a whistleblower leniency programme the Federal Cartel Office is now closing more and more cases in the fight against illegal collusion in the German economy.
No relationship: rating, return, risk
The returns on a corporate bond are often, in the case of SME bonds, measured on brand awareness more than on risk. This is shown in a study by Brunswick European Law School / Ostfalia. The experts investigated 85 SME bonds that were placed in the period between March 2010 and May 2013.
The study reveals a problem. If there is no relationship between return and risk, what can the investor use for guidance? In the event of a crisis, according to the study’s authors, investors in SME bonds are at a disadvantage compared to other lenders because they have no way of accurately assessing the risk.
Moreover, the bonds are often issued by intermediary holding companies, which in the case of an emergency become a valueless shell for the creditor and deny the investors any influence over the remaining assets of the company, which is in any case limited. A further factor is that a majority of the SME bonds investigated had no own ratings.
Since private investors frequently orient themselves on the SME’s brand awareness and its products, the rate of interest is often also measured on the basis of these factors. Corporate bonds from Underberg or Katjes have profited from this in recent years. But since as many as six corporate bonds have failed in recent months, and others are struggling along below their nominal value of 100 percent, the frequent lack of any relationship between risk and interest rate is apparent. And the authors raise a further point for consideration. In many cases the issuers are companies that are no longer able to obtain finance through traditional channels – for example participations or bank loans – due to a lack of creditworthiness.
Capital News
Deutsche Telekom is saving around €1.1 billion on its dividend payment for 2012, though it remains stable year on year at 0.70 euros per share. The company's shareholders have taken their first opportunity to get their dividend in shares on a large scale. Telecom can put the withheld funds of more than one billion euros to good use for the multibillion-dollar expansion of information highways in Germany. At 129,855,897 issued shares, the capital increase comes to about three per cent. The cash distribution is €1.87 billion.
HOCHTIEF announced that shares worth up to €260 million are to be repurchased. Between 17 June and 13 December more than 4.3 million shares, or about 5.6 per cent of the share capital, are to be acquired on the stock exchange, the company announced. The ACS-controlled portion of the Essen construction company thereby increases significantly, to almost 60 per cent. It is the first repurchase programme since 2008. Given an existing private-equity stake of about 4.4 percent, the Group is thus likely to achieve a self-held share of ten per cent by December.
Biotest: More equity for capacity expansion
With a recently-completed capital increase, the SDax listed Biotest AG has brought in 76 million euros. With an issue price of 52 euros, the company has placed nearly 1.5 million preference shares, some with existing Biotest shareholders as well as with institutional investors. The income will be put into company expansion, especially the development of capacity at its main production site in Dreieich.
Deutsche Rohstoff: Money for overseas oil and gas extraction
Deutsche Rohstoff AG placed a corporate bond in the Entry Standard of Deutsche Börse at the beginning of June with maturity until July 2018 and a volume of 100 million euros. By its own account the company plans to expand its US subsidiary Tekton Energy. Since April 2012, Tekton has extracted natural oil and gas in an already-opened field in the US state of Colorado. The bond has an interest rate of eight percent.
Hansa Group: Funds for refinancing
In mid June, Hansa Group AG strengthened its equity base with an increase in capital over ten million euros. The chemical company, an SME based in Genthin, is listed in Prime Standard and plans to use this capital market action to refinance investments made in recent years. By its own account, Hansa aims to expand its product portfolio in the current year and increase utilization of its production capacity. The company is a manufacturer of surfactants and washing, cleaning and care products as well as cosmetics.
Director's Dealings
| Company | Person | Function | Buy / Sell | Total value in Euro | Number of shares | Date |
| BASF SE | Suckale, Margret | VR | K | 156498 | 2260 | 25.06.2013 |
| BASF SE | Engel, Dr. Hans-Ulrich | VR | K | 205290 | 3000 | 28.06.2013 |
| COMMERZBANK AG | Flöther, Karl-Heinz | AR | K | 76370 | 10000 | 07.06.2013 |
| Deutsche EuroShop AG | Armbrust, Annette | K | 36863 | 1250 | 24.06.2013 | |
| Deutsche EuroShop AG | Armbrust, Thomas | AR | K | 106704 | 3600 | 24.06.2013 |
| Deutsche EuroShop AG | Cattarius-Armbrust, Gabriele | K | 17664 | 600 | 24.06.2013 | |
| Deutsche EuroShop AG | Striebich, Klaus | AR | K | 14775 | 500 | 24.06.2013 |
| Deutsche EuroShop AG | AROSA Vermögensverwaltungsgesellschaft m.b.H. | K | 1794600 | 60000 | 25.06.2013 | |
| Deutsche EuroShop AG | AROSA Vermögensverwaltungsgesellschaft m.b.H. | K | 29934 | 1000 | 26.06.2013 | |
| Deutsche Lufthansa AG | Bischoff, Jens | V | 25186 | 1520 | 03.06.2013 | |
| Deutsche Telekom AG | Schick, Marion | VR | K | 199988 | 22900 | 05.06.2013 |
| Deutsche Telekom AG | Nemat, Claudia | VR | K | 250636 | 28300 | 12.06.2013 |
| Drillisch AG | Colonia Private Equity GmbH | V | 6777042 | 541730 | 05.06.2013 | |
| Fresenius Medical Care AG & Co. KGaA | Brosnan, Michael | VR | A2 | 2466444 | 47244 | 04.06.2013 |
| Fresenius Medical Care AG & Co. KGaA | Fuste, Roberto | VR | A2 | 2598791 | 49800 | 06.06.2013 |
| Gerry Weber International AG | R + U Weber GmbH & Co. KG | K | 161350 | 5000 | 19.06.2013 | |
| Gerry Weber International AG | Lippert, Klaus | AR | K | 3044 | 100 | 25.06.2013 |
| GSW Immobilien AG | Kottmann, Dr. Christiane | K | 147 | 5 | 10.06.2013 | |
| GSW Immobilien AG | Schwagenscheidt, Mirjam | K | 14463 | 500 | 14.06.2013 | |
| K+S AG | Nöcker, Dr. Thomas | VR | K | 56900 | 2000 | 28.06.2013 |
| KRONES AG | Floß, Dr. Georg | K | 5200 | 100 | 28.06.2013 | |
| KRONES AG | Herborg, Dr. Joachim | K | 13000 | 250 | 28.06.2013 | |
| KRONES AG | Kronseder, Maximilian | V | 417066 | 7626 | 28.06.2013 | |
| KRONES AG | Kronseder, Verena | V | 426090 | 7791 | 28.06.2013 | |
| KRONES AG | Kronseder, Volker | VR-CHEF | K | 417066 | 7626 | 28.06.2013 |
| KRONES AG | Kronseder, Volker | VR-CHEF | K | 426090 | 7791 | 28.06.2013 |
| KRONES AG | Ramroth, Dr. Michael | K | 27924 | 537 | 28.06.2013 | |
| KRONES AG | Rothenburger, Prof. Dr. Markus | K | 4836 | 93 | 28.06.2013 | |
| KRONES AG | Schulz, Prof. Dr. med. Gregor | K | 22100 | 425 | 28.06.2013 | |
| KRONES AG | Schüttrumpf, Dr. Jörg | K | 4836 | 93 | 28.06.2013 | |
| LEONI AG | Paglia, Richard | AR | K | 5484 | 151 | 21.06.2013 |
| Linde AG | Couturier, Anke | AR | V | 94969 | 658 | 05.06.2013 |
| Linde AG | Diekmann, Mark Omar | K | 5035 | 35 | 05.06.2013 | |
| Linde AG | Diekmann, Michael | AR | K | 100695 | 700 | 05.06.2013 |
| Linde AG | Reitzle, Prof.Dr. Wolfgang | VR-CHEF | V | 4026518 | 27898 | 10.06.2013 |
| Linde AG | Denoke, Georg | VR | V | 1358709 | 9299 | 12.06.2013 |
| Münchener Rückversicherungs-Gesellschaft AG in München | Blunck, Dr. Thomas | VR | K | 97367 | 688 | 03.06.2013 |
| Münchener Rückversicherungs-Gesellschaft AG in München | Daschner, Georg | VR | K | 105858 | 748 | 03.06.2013 |
| Münchener Rückversicherungs-Gesellschaft AG in München | Jeworrek, Dr. Torsten | VR | K | 153409 | 1084 | 03.06.2013 |
| Münchener Rückversicherungs-Gesellschaft AG in München | Röder, Dr. Peter | VR | K | 94961 | 671 | 03.06.2013 |
| Münchener Rückversicherungs-Gesellschaft AG in München | Schneider, Dr. Jörg | VR | K | 129917 | 918 | 03.06.2013 |
| Münchener Rückversicherungs-Gesellschaft AG in München | Strassl, Dr. Wolfgang | VR | K | 63543 | 449 | 03.06.2013 |
| Münchener Rückversicherungs-Gesellschaft AG in München | Wenning, Dr. Joachim | VR | K | 92272 | 652 | 03.06.2013 |
| Münchener Rückversicherungs-Gesellschaft AG in München | von Bomhard, Dr. Nikolaus | VR-CHEF | K | 181430 | 1282 | 03.06.2013 |
| Münchener Rückversicherungs-Gesellschaft AG in München | Arnoldussen, Dr. Ludger | VR | K | 102298 | 713 | 17.06.2013 |
| Münchener Rückversicherungs-Gesellschaft AG in München | Blunck, Dr. Thomas | VR | K | 97563 | 680 | 17.06.2013 |
| Münchener Rückversicherungs-Gesellschaft AG in München | Daschner, Georg | VR | K | 106028 | 739 | 17.06.2013 |
| Münchener Rückversicherungs-Gesellschaft AG in München | Jeworrek, Dr. Torsten | VR | K | 153661 | 1071 | 17.06.2013 |
| Münchener Rückversicherungs-Gesellschaft AG in München | Röder, Dr. Peter | VR | K | 95267 | 664 | 17.06.2013 |
| Münchener Rückversicherungs-Gesellschaft AG in München | Schneider, Dr. Jörg | VR | K | 129988 | 906 | 17.06.2013 |
| Münchener Rückversicherungs-Gesellschaft AG in München | Strassl, Dr. Wolfgang | VR | K | 63703 | 444 | 17.06.2013 |
| Münchener Rückversicherungs-Gesellschaft AG in München | Wenning, Dr. Joachim | VR | K | 92111 | 642 | 17.06.2013 |
| Münchener Rückversicherungs-Gesellschaft AG in München | von Bomhard, Dr. Nikolaus | VR-CHEF | K | 181639 | 1266 | 17.06.2013 |
| PSI AG für Produkte und Systeme der Informationstechnologie | Stein, Armin | VR | V | 91500 | 6000 | 03.06.2013 |
| PSI AG für Produkte und Systeme der Informationstechnologie | Stein, Armin | VR | V | 46050 | 3000 | 04.06.2013 |
| PSI AG für Produkte und Systeme der Informationstechnologie | Stein, Armin | VR | V | 23028 | 1505 | 12.06.2013 |
| PSI AG für Produkte und Systeme der Informationstechnologie | Stein, Armin | VR | V | 7252 | 474 | 14.06.2013 |
| PSI AG für Produkte und Systeme der Informationstechnologie | Stein, Armin | VR | V | 92121 | 6021 | 17.06.2013 |
| SAP AG | Brandt, Werner | VR | K | 46872 | 800 | 10.06.2013 |
| SAP AG | Oswald, Gerhard | VR | K | 46884 | 815 | 11.06.2013 |
| TAG Immobilien AG | Elgeti, Rolf | VR-CHEF | K | 41550 | 5000 | 26.06.2013 |
| TAG Immobilien AG | Ristow, Dr. Lutz R. | AR-CHEF | K | 836000 | 100000 | 26.06.2013 |
| United Internet AG | Hoffmann, Robert Nikolaus | V | 1225851 | 55790 | 04.06.2013 | |
| United Internet AG | Lang, Norbert | VR | V | 6357627 | 288120 | 04.06.2013 |
| United Internet AG | RD Holding GmbH & Co. KG | V | 44000000 | 2000000 | 18.06.2013 | |
| United Internet AG | RD Holding GmbH & Co. KG | V | 22000000 | 1000000 | 21.06.2013 |
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M & A
Rhön-Kliniken: Blockade resolved
At the shareholders’ meeting of Rhön-Kliniken AG in June, the clinic operator’s shareholders unexpectedly voted for a change in the takeover threshold. Previously a majority of 90 percent was required for major strategic decisions affecting the future of the Prime Standard listed Rhön. But now only the statutory threshold of 75 percent will apply.
But what looks like a victory could yet turn into a defeat. The major shareholder and rival B.Braun Melsungen, which together with Asklepios could prevent the takeover of Rhön-Kliniken by Fresenius with the help of the 90 percent barrier, will contest the decisions of the shareholders’ meeting because its votes were not counted at the meeting. Thus a takeover of Rhön-Kliniken still remains an open question.
Rhön AG, from Franconia, already wanted to merge with the Dax listed Fresenius group last year in order to advance its plans for a nationwide provision network. But in the meantime, Asklepios and B.Braun have increased their shareholdings in Rhön to 10.1 percent, thus reaching a blocking minority in the clinic operator and putting its competitors in a position to prevent the merger of Rhön with Fresenius’s clinic division Helios.