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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.

VIPsight offers, every month:
transparent and independent current information / comments / facts and figures on corporate governance locally and internationally,

  • written by local CG experts,
  • selected and structured by the Club of Florence,
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VIPsight International

Article Index




Fresenius: Focus on external growth

Just a few weeks after the extraordinary meeting of shareholders of Akorn, Inc. approved the merger agreement with Fresenius Kabi, the group announced the next acquisition initiative. Fresenius Medical Care plans to acquire all outstanding shares of NxStage for USD 30.00 per common share, valuing the company at approximately USD 2.0 billion. NxStage has approximately 3,400 employees and develops, produces and markets medical devices for use in home dialysis and care setting. The acquisition is expected to support Fresenius` strategic initiative of vertical integration and care coordination as well as the home dialysis business. The transaction is expected to close in 2018.

With the acquisitions of Quironsalud, Akorn, Merck KGaA´s biosimilar business and now NxStage, Fresenius shows a strong bias towards external growth.


United Internet: Acquisition of 1&1 Telecommunications by Drillisch completed

United Internet announced that Drillisch AG acquired the outstanding 92.25% of the outstanding equity of 1&1 Telecommunication, which is now a fully owned subsidiary. As a consideration, United Internet received new Drillisch shares. The issue of these shares to United Internet had been approved at the extraordinary general meeting of Drillisch earlier this year. This step completes the overall transaction, making United Internet the dominant shareholder in Drillisch with a 73 % holding in the company.


Thyssenkrupp: Sale of Brazilian steel mill eases financial pressure

Following the disposal of its processing plant in the US in 2014, Thyssenkrupp completed the withdrawal from the loss making American activities with the sale of its CSA Siderúrgica do Atlântico (CSA) steel mill in Brazil to Ternium. With the closing of this transaction, the company received the consideration of €1.5 billion. The transaction reduces the Group´s net financial debt significantly, thus creating a better position in future talks with its banks.


Deutsche Börse: Insider allegations reach new level

Deutsche Börse announced that it received a notification of hearing from the public Prosecutor`s office in Frankfurt, notifying the company that it intends to formally involve the company in the ongoing investigation proceedings against its CEO Carsten Kengeter. The allegations relate to an alleged violation of the insider trading prohibition in December 2015 and an alleged omission to make an ad hoc notification in January 2016.

The public prosecutors holds out the prospect to fully terminate proceedings against Mr. Kengeter by mutual agreement, but at the same time it would impose two fines of EUR 5.5M and EUR 5M on the company. Deutsche Börse said it continues to believe that the allegations made are unfounded in all respects.


Drillisch: Takeover of 1&1 Telecommunication paves the way for the formation of a new player in the German telecommunications market

On July 25th, 2017, the extraordinary general meeting of Drillisch approved capital increase from EUR 70.2M to EUR 188.9M. In return for the issuance of the new shares to United Internet, Drillisch will receive the 92.25 percent of the outstanding shares of 1%1 Telecommunication and thereafter will own 100 percent of this company.

The move paves the way for the formation of a new player in the German telecommunications market, combining the mobile and fixed-network business of United Internet with Drillisch´s mobile business. Drillisch said at the AGM that via the combination it can make a better use of the German network capacity of Telefonica. In total, Drillisch expects synergy effects of EUR 150M and more, beginning with the year 2020, while the one off expenses of the deal shall be approximately EUR 50M.

Following the capital increase, United Internet will own 73.1 percent of the share capital of Drillisch.


DIC Asset: Increasing relevance of asset management and a successful refinancing indicate a healthy earnings performance

At this year´s AGM, DIC Asset had to present a net loss for the business year 2016 to its shareholders. However, last year´s results have been impacted by one off effects of EUR 56M related to a refinancing of most of the financial debt of the group. Accordingly, the net loss for 2016 amounted to EUR 29M. However, looking forward, the refinancing of nearly one billion Euro with a new duration of seven years basically cut the interest expenses by half to approximately EUR 20M p.a. and reduced annuities, thus lowering future expenses and liquidity needs.

At the same time, the company reported progress regarding the buildup of the real estate asset management business, which increased from EUR 3.2M in the prior year to EUR 3.5M in 2016 and is expected to advance further in the current business year. In addition, the company might realize some benefits from its holding of 25.05 percent in WCM Beteiligungs- und Grundbesitz AG, which is subject to a takeover bid. The board of DIC indicated a positive view on the takeover bid for WCM.