Capital News

 

Südzucker: Successful placement of AGRANA shares

Südzucker AG succesfully placed 500,000 AGRANA shares within the capital increase of AGRANA Beteiligungs-AG, Vienna at a price of € 100 per share. Gross sales proceeds for Südzucker amount to €50M, while AGRANA collected approximately €132M from the issue of 1.32 shares within the capital increase.

Südzucker and Zucker-Beteiligungsgesellschaft m.b.H. (Raiffeisen-Holding Niederösterreich-Wien, and others) did not participate in the AGRANA capital increase, resulting in a dilution of the joint holding company Z&S Zucker und Stärke Holding AG from 86,2 percent to 78.3 percent. Therefore, the AGRANA free load rose to 18.4 percent of the shares. Südzucker still owns 0.2M AGRANA shares for sale, and an additional holding of 1.5 percent in AGRANA. Südzucker is also entitled to exercise a majority of the voting rights in the holding company at any time, therefore enjoying a controlling influence over the subgroup
AGRANA.

 

LANXEES: Chemtura shareholders approve acquisition

LANXESS has taken a significant step forward in the planned acquisition of U.S. chemical company Chemtura. At a special meeting in Philadelphia (U.S.), Chemtura`s shareholders approved the merger with 99.88 percent of the votes cast. Under the terms of the merger agreement, Chemtura shareholders will receive $33.50 for each outstanding share in cash at closing of the transaction. Clearance from the U.S. antitrust authorities for the acquisition has already been received at the end of December 2016. LANXESS expects to close the transaction in mid-2017, after all remaining regulatory approvals have been received. 

With the largest acquisition in its history, LANXESS is building on its own additives portfolio and will become one of the world’s major actors in this growing market. Flame retardant and lubricant additives are the main pillars of Chemtura’s business and would complement the current LANXESS portfolio. After closing of the transaction, these two business activities will be integrated into LANXESS’s Rhein Chemie Additives business unit to form a new segment.

 

Deutsche Bank: Another legal issue on track

Deutsche Bank has reached settlements with the UK Financial Conduct Authority and the New York State Department of Financial Services. The settlements conclude investigations into the bank´s anti-money-laundering control function in its investment banking division, in relation to certain securities trades that occurred between 2011 and 2015, involving its Moscow, London and New York offices.
In the UK, Deutsche Bank agreed to pay civil monetary penalties of approximately £163M. The bank qualified for a 30 percent discount for agreeing to settle at an early stage of the investigation. In the US, Deutsche Bank entered into a Consent Order and agreed to pay civil monetary penalties of $425M and to engage an independent monitor for a term of up to two years. According to Deutsche Bank, the settlement amounts are already materially reflected in existing litigation reserves. The bank also stated that it is cooperating with other regulators and law enforcement authorities, which have their own ongoing investigations into these securities trades.

 

Deutsche Börse: Option to sell LCH.Clearnet SA to Euronext N.V. addresses antitrust concerns over the planned merger between Deutsche Börse and London Stock Exchange

On Sept. 26, 2016, Deutsche Börse AG announced that the London Stock Exchange Group plc and LCH.Clearnet Group Limited are exploring the sale of LCH.Clearnet SA in order to proactively address antitrust concerns raised by the European Commission. On Jan. 3, 2017, the London Stock Exchange and LCH confirmed that they have received an irrevocable all-cash-offer from Euronext to purchase LCH.Clearnet SA (the put option). Also, the terms and conditions on which any transaction would take place if the put option were exercised, including the all-cash consideration of €510M (subject to customary adjustments), have been agreed with Euronext.

A sale of LCH.Clearnet SA would be subject to review and approval by the European Commission in connection with the recommended merger of Deutsche Börse and the London Stock Exchange, the completion of LCH.Clearnet SA's works council consultation process, the approval by the shareholders meeting of Euronext and other customary conditions including relevant regulatory approvals. It would also be conditional on the successful closing of the Merger.

 

Deutsche Bank: Settlement in Principle with US-Department of Justice regarding residential mortgage-backed securities

Deutsche Bank has reached a settlement in principle with the US-Department of Justice regarding civil claims in connection with its issuance and underwriting of residential mortgage-backed securities between 2005 and 2007. The bank agreed to pay a civil monetary penalty of $3.1B and to provide $4.1B in consumer relief in the US. The settlement is subject to the negotiation of definitive documentation.

In connection with the resolution of this matter, Deutsche Bank expects to record pre-tax charges of approximately $1.17B in the financial results for the fourth quarter as a consequence of the civil monetary penalty. The financial consequences of the consumer relief, if any, are subject to the final terms of the settlement, and are not currently expected to have a material impact on the 2016 financial results. 
 

Deutsche Telekom: Strato AG sold to United Internet AG

Deutsche Telekom has reached an agreement with United Internet AG on the sale of Strato AG. United Internet is to acquire Strato through a holding structure, in which the private equity firm Warburg Pincus* will also hold a stake. The consideration for the transfer of all Strato shares to United Internet amounts to approx. €600M, representing an Enterprise Value / EBITDA 2016e multiple factor of approx. 12.4x. The transaction is expected to close during the first half of 2017.

Deutsche Telekom acquired the hosting services provider Strato for €275M in 2009. The sale is in line with Deutsche Telekom's strategy of continuing to develop into the leading European telecommunications provider. A component of this strategy is to consider options for increasing the value of business areas that can no longer be adequately developed within the Deutsche Telekom Group, through partnerships or disposals. 

Until-now, Strato has been the service provider for the hosting of MagentaCLOUD services within the Telekom Group. The planned future owner, United Internet, will continue to provide these services in the coming years. This will ensure that the data continues to be stored in Germany, which means that strict German legal requirements will be met, and that the services will be underpinned by Deutsche Telekom's data privacy and data security criteria.

 

Bayer: Key Milestone achieved - Monsanto Shareholders approve merger with subsidiary of Bayer

At a special shareholders meeting on Dec. 13, 2016, the Monsanto shareholders approved the planned merger of Monsanto with a wholly owned subsidiary of Bayer AG. Under the terms of the merger agreement, Monsanto shareowners will receive $128 per share in cash at the closing of the merger.

Based on a preliminary count of the shareowner vote, approximately 99 percent of all votes cast representing approximately 75 percent of all outstanding shares on November 7, 2016, the date of record for the special meeting, were in favor of the merger. Monsanto shareowners also approved the proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the merger. The final voting results of all agenda items will be filed with the SEC in the company's Form 8-K and will also be available at www.monsanto.com/investors. 

The transaction is subject to customary closing conditions, including the receipt of required regulatory approvals. Bayer, with the support of Monsanto, has now submitted a number of filings, including the U.S. Hart-Scott-Rodino Act filing. Closing is expected by the end of 2017. 


 

Braas Monier: Amended offer and business combination agreement with Standard Industries is supported by the Braas Board of Directors

On October 14, 2016, Marsella Holdings S.à.r.l. (a wholly-owned subsidiary of Standard Industries Inc.) published a voluntary public takeover offer in the form of a cash offer to the shareholders of Braas Monier Building Group S.A., offering €25.00 per Braas Monier-share. The terms of this initial offer received a frosty welcome, as the offer price looked too low.
On December 18, 2016, the parties announced an amended offer, which the Board of Directors of Braas Monier fully supports. The new terms result in an economic value of €28.50 per currently held share for shareholders, who tender their shares into the offer.

The agreement provides for an offer price per share of €25.27. However, due to an increase in the number of shares outstanding by incorporation of reserves, the number of outstanding shares will be increased by ten percent. The new shares will be allocated to shareholders at no additional costs to them at a ratio of one new share for every then shares currently held. Shareholders will be able to tender both, their currently held shares and new shares. Finally, the agreement provides that the Board will resolve to distribute an interim dividend of €0.64 per (currently held) share.

 

Linde: Linde and Praxair announce their intention to merge

On November 30, 2016, Linde AG announced that it has received a revised proposal for the U.S. based company Praxair, Inc. concerning a potential merger of equals. The Linde Executive Board reviewed the proposal and announced that it will resume talks with Praxair on Dec. 7, 2016. All members of the Supervisory Board supported resuming the talks. Also, Dr. Wolfgang Büchele offered the Supervisory Board of Linde AG to step down as a member and chairman of the Executive Board. The Supervisory Board accepted the offer and appointed Prof. Dr. Aldo Ernesto Belloni as a member and chairman of the Executive Board, effective as of Dec. 8, 2016.

(Munich and Danbury, Dec. 20, 2016) Linde AG and Praxair, Inc. announced that the companies intend to combine their businesses in a merger of equals under a new holding company through an all-stock transaction. The companies have signed a non-binding term sheet and expect to execute a definitive business combination agreement as soon as practicable. Based on 2015 reported results, the combination would create a company with pro forma revenues of approximately €28B, prior to any divestitures, and a current market value in excess of €60B. The transaction shall create considerable value, resulting in approximately €0.9B in annual synergies.

In the all-stock transaction, Linde shareholders would receive 1.540 shares in a new holding company for each Linde share and Praxair shareholders would receive one share in the new holding company, resulting in Linde and Praxair shareholders each owning approximately 50% of the new holding company. The combined company would be named Linde, retain the globally recognized brand and would be listed on both the New York Stock Exchange and the Frankfurt Stock Exchange.

 

HeidelbergCement: All obligations in the context of the Italcementi Acquisition fulfilled

With the sale of its Martinsburg (WestVirginia) cement plant and eight related terminals to an affiliate of Cementos Argos, HeidelbergCement fulfilled an obligation of the US Federal Trade Commission. Now, the company has fulfilled all obligations in the context of the Italcementi Acquisition. The purchase price is $660M on a cash and debt-free basis. Following the purchase of shares not tendered in the mandatory offer on October 12, 2016, HeidelbergCement is the sole owner of Italcementi.

 

Aareal Bank Group: Conclusion of material litigations with holders of profit-participation rights

Aareal Bank Group has concluded material litigations concerning former Corealcredit Bank, with a ruling in the Bank`s favor. Holders of profit participation rights issued by Corealcredit Bank had sued it in connection with a reduction of repayment claims under profit-participation certificates, for fiscal years 2005 through 2008. These risks had been fully provided for through provisions and collateral. The conclusion of the proceedings will result in a positive non-recurring effect of €28M in pre-tax consolidated profit in the fourth quarter of 2016. However, the positive effect on income will be mostly offset by a corresponding tax effect of a similar amount, so that after-tax earnings will show only a minor (positive) effect of approximately €1M.

 

ADLER Real Estate: Allegations of Acting in Concert – Ruling by the Austrian Takeover Commission refuted

On September 5, 2016 ADLER Real Estate AG announced that it had entered into a tender commitment agreement with Vonovia SE pursuant wo which ADLER irrevocably committed to accept Vonovia`s contemplated tender offer to shareholders of conwert Immobilien Invest SE, Vienna. In November 2016, ADLER confirmed that it will accept the tender offer by irrevocably tendering all of the 26,160,921 shares in conwert held through a wholly-owned subsidiary. The confirmation concerned conwert shares representing approximately 25.7% of the share capital of conwert.

On Dec. 1 2016, ADLER informed that it has taken note of the AUSTIAN Takeover Commission`s legally non-binding ruling concluding that ADLER and others to qualify as parties acting in concert, and that they subsequently failed to make a mandatory takeover offer. ADLER refuted the allegations.

On January 18, 2017 ADLER informed that it has received € 422 m in connection with the successful tender of its shares in conwert to Vonovia in the context of the voluntary takeover offer of Vonovia to the shareholders of conwert.

 

Nemetschek: Acquisition of Norwegian software provider dRofus compliments product range

The German software provider Nemetschek SE acquired the shares of the Norwegian company dRofus AS. dRofus offers planning, data management and Building Information Modeling (BIM) collaboration tools. The company provides comprehensive workflow support and access to building information throughout the building lifecycle including the handover to facility managers – all on a single and central cloud-based platform.

dRofus is a complementary tool to all Nemetschek solutions and can ease the acquisition of new customers for both sides. The regional focus of dRofus is on Europe, the U.S. and Australia. For the year 2016, dRofus anticipates revenues of approximately €4.5M with an EBITDA margin of around 25 percent. The purchase price for dRofus amounts to €24.5M (cash-/debt free) and will be financed through free liquidity and the use of credit lines.

 

Scout 24: Successful re-financing completed

Scout 24 AG capitalized on its positive performance in recent years via a re-financing. The operator of digital marketplaces in Europe has concluded a new syndicated loan with eleven European banks under the leadership of UniCredit Bank AG totaling up to €800M, and maturing in December 2021. The new facility is used to repay an existing syndicated loan with a residual debt of €680M in full.

The new credit agreement comprises a term loan of €600M and a revolving credit facility of €200M. The new facility has been concluded at considerably improved terms. The initial interest margin is at 1.7%, prior to refinancing, the margin was at 3.5%. This translates into interest savings of around €12M in the business year 2017. Also, it offers greater flexibility to the company. At the same time, the CFO pointed out, that Scout 24 will push ahead with debt reduction to reach a target leverage ratio of 2.5:1 as a precondition to start paying dividends.

 

PATRIZIA Immobilien: Direct access to private investors launched

PATRIZIA Immobilien AG launched an online platform to allow private investors to browse and purchase its private funds online. The portal with the name eDirektzeichnung was created with the partner eFonds Solutions AG. It allows customers to buy shares in Patrizia`s real estate funds directly via the internet.

Via the portal, investors now have 24 hours access to all the facilities needed to make investments. According to PATRIZIA full transparency with all relevant information is guaranteed by a certified process.
The initiative represents another step to become more independent from traditional distribution channels. Last year, PATRIZIA GrundInvest launched four real estate funds for private investors with an investment volume of €230M. The attraction of these seemingly complicated funds to private investors comes from the relatively high distribution, which was anticipated to amount to 4.5 and 5.0 percent before taxes at the time of issue. The launch of a fifth fund is scheduled for the first quarter 2017.