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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.

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Capital News



HEIDELBERGER is back in the news. Not that they wanted to, but sometimes you just have to do what has to be done. The company owes this attention to a brief announcement from the end of January: “The sale of the Gallus Group by Heidelberger Druckmaschinen AG (Heidelberg) to the Swiss company benpac holding ag has not been completed. At today´s scheduled closing, benpac holding ag did not make the agreed purchase price payment of 120m EUR, although all conditions were met. Gallus will remain with Heidelberg. Heidelberg will assert its rights.”

The market took the message relatively calmly, which could have been due to a habituation effect. After all, the closing should take place at the end of 2020 according to the initial plan. And what is more, at the time the company informed the public already about the completion of the merger control clearance process on December 23, 2020, by the German Federal Cartel Office. According to the release, at the time all closing conditions for the sale of the Gallus Group to benpac, which was agreed on July 22, 2020, were met. However, the purchaser informed Heidelberg at the time that it will not be able to close the transaction before the end of 2020. Therefore, the closing was rescheduled to take place by the end of January 2021. While this already looked a little disreputable, Heidelberg still could reassure its shareholders with the information that the owner of the purchaser, Mr. Marco Corvi, has issued personal notarized acknowledgments of debt to Heidelberg in the amount of the total outstanding purchase price of 120m EUR to secure payment of the purchase price. And now what?


DEAG Deutsche Entertainment AG: Delisting on the Way

DEAG announced the intention to withdraw from the stock exchange. In this context, the company agreed with its largest single shareholder, Apeiron Investment Group, and the bidder company (Musai Capital), on the submission of a public delisting-takeover offer pursuant to section 10 para. 1 sent. 1 WpÜG in conjunction with section 39 para. 2 sent. 3 no. 1 BörsG. This intention has been published on January 11, 2021, at 3.07 EUR per share. This price is the outcome of a calculation of the bidder and subject to approval by BaFin. On January 19th, the bidder informed DEAG that following the final decision of BaFin the final offer priced will be 3.09 EUR per share.  The offer, which ends on March 22nd, has been published on February 22nd, 2021. As a delisting-takeover offer, the offer shall not be subject to any closing conditions.

In the course of the planned delisting, it is intended to retain the company´s legal form as a joint-stock corporation. Apeiron and other existing shareholders of DEAG have agreed on the key terms of a shareholder´s agreement, according to which they will not exercise joint control over DEAG.

The offer had a remarkable effect on the share price, which fell sharply from approx. 3.6 EUR per share to approx. 3.1 EUR per share. But it seems unlikely that the bidder expected to acquire many shares. Instead, the most important information for the corporate perspective of DEAG is probably the final sentence in the announcement: “In the agreement with DEAG, Apeiron and the Bidder have further committed to supporting DEAG´s further growth strategy after the termination of the stock exchange listing.” Shouldn´t that also tell you something about the future relevance of the minority shareholders?


Siltronic AG: New Friends in Taiwan

At the moment, there seems to be a race for companies operating in the chip industry. The enthusiasm went so far that even the German government became aware of the industry and announced massive investments. However, the initiative comes a little late, as the M&A boom in the industry shows.

Here´s another example: Siltronic. In November 2020, the company surprised investors with the information that is advanced, near to final discussions on a takeover offer by GlobalWafers Co., Ltd., from Taiwan. A few days later, the Executive Board and the Supervisory Board welcomed a planned business combination with GlobalWafers and the tender offer. This news followed a business combination agreement according to which GlobalWafers was supposed to make a tender offer to Siltronic shareholders at an offer price of 125 EUR per share in cash.

The business idea underlying the offer is simple: The combination of the two companies will create a company with a comprehensive product portfolio and leading technology in the global wafer market. This also explains why the main shareholder of Siltronic, Wacker Chemie AG, contractually committed to tender its entire stake of approx. 30.8 percent in Siltronic into the offer. Other shareholders were not so generous, which is why the offer, which was launched on December 21st, 2020, had to be amended twice. In a first step, the offer price was increased to 140 EUR per share, while the final offer price of 145 EUR per share was announced on January 25th, 2021. This looks like a bazaar approach, but it did help to reach the minimum acceptance threshold of 50 percent. On February 15th, 2021, Siltronic announced that the threshold was reached with 56.92 percent. Shareholders, who have not yet accepted the voluntary public tender offer can still tender their shares until March 1st, 2021, within the statutory additional acceptance period.


Dialog Semiconductor Plc: It only ever hits the good ones

On February 8th, 2021, dialog Semiconductor announced that it had reached agreement on the terms of a recommended all-cash offer to be made by Renesas for the entire issued and to be issued share capital of Dialog. According to the agreement, each Dialog shareholder will be entitled to receive 67.5 EUR for each Dialog share. Therefore, the acquisition values Dialog at approx. 4.9 bn EUR. The price represents a premium of 20.3 percent to the closing price of 56.12 EUR per share on February 5th and exceeds the daily volume-weighted average price of 44.5 EUR for the three months ended February 5 by 51.7 percent.

The negotiations for this transaction could recently have come under considerable time pressure given that Dialog had to confirm in a corporate statement that it noted recent press speculation and confirmed that it was in advanced discussions with Renesas regarding a possible all-cash offer of 67.5 EUR per share for its entire share capital on February 7th.

The acquisition, which is recommended by the members of the Board of Directors, is currently expected to become effective in the second half of 2021, subject to the satisfaction or waiver of the conditions and certain further terms.