Capital News
OSRAM Licht AG: Will AMS emerge as a second Bidder?
On July 4th, 2019, OSRAM announced that the transaction offer for the public takeover presented by a bidding consortium composed of Bain Capital and The Carlyle Group for all the outstanding shares of OSRAM at the offer price of 35.00 Euro per share was considered to be attractive by the Managing Board and the Supervisory Board.
A few weeks later, the company received a non-binding preliminary expression of interest by AMS AG to engage in discussions about a public takeover of OSRAM by AMS. AMS values OSRAM at 38.50 Euro per share, subject to the outcome of detailed due diligence and success in securing the required financing commitments for the transaction. The Managing Board of OSRAM regarded the probability of this transaction materializing as rather low. Nonetheless, OSRAM informed that it will enable AMS to perform due diligence within strict compliance of anti-trust requirements to possibly remove the substantial uncertainties about the funding of the transaction intended by AMS.
METRO AG: Major Shareholders announce intention to conclude a pooling agreement
Meridian Foundation and Beisheim Group issued a joint press release, in which they inform about the intention to enter into negotiations regarding the conclusion of a pooling agreement, which would concern a combined holding in METRO AG of 20.55% of METRO´s ordinary shares. Furthermore, the release said that the partners intend to gradually expand their shareholdings in METRO in case appropriate buying opportunities should arise.
The main objective of the partners seems to be to consistently exercise the voting rights of the METRO shares held by them and to act unanimously vis-à-vis METRO AG and its other shareholders in material matters, with the aim to secure a positive development of METRO AG.
The initiative increases the pressure on EPGC to amend its take over bid and follows the recent rejection of this bid by METRO´s Management Board and Supervisory Board.
Volkswagen AG: Negligent Breaches of Supervisory Duties result in a substantial Fine
Following penalties against AUDI and VW, the Stuttgart prosecutors imposed a fine of 535 Mio. Euro on Porsche AG. 531 Mio. Euro shall be paid to compensate for profits arising from the cheating in diesel emission tests and the sale of diesel cars that spewed excessive pollution levels, while the remaining 4 Mio. Euro represents the penalty.
Porsche confirmed the fine and said that the conclusion of the prosecutors´ proceedings come to an end with this decision. However, the fine will probably not hinder the prosecutors´ ongoing proceedings against individuals involved in the questionable practices.
First Sensor AG: Voluntary Public Takeover offer is on the Way
First Sensor announced the signing of a business combination agreement with TE Connectivity. Following the signing, TE Connectivity announced its decision to make a voluntary public tender offer with a cash consideration of 28.25 Euro per share, representing a premium of 14.6% to the closing price as of May 24th, 2019, which is the last trading day before First Sensor confirmed the negotiations with TE Connectivity.
The transaction, including the assumption of First Sensor's outstanding net debt and minority interest, is valued at approximately EUR307 million. The publication of the offer document, which will initiate the commencement of the acceptance period, is expected to take place in early July.
The offer shall not have a minimum acceptance threshold. It is, however, subject to the required antitrust and other regulatory clearances and other customary closing conditions. Shareholders holding approximately 67% of the outstanding shares of First Sensor have already irrevocably agreed to accept the offer. Both, the Executive Board and the Supervisory Board of First Sensor support the tender offer.
METRO AG: Management Board feels undervalued
EP Global Commerce VI GmbH plans to make a voluntary public takeover offer for all of METRO´s shares at a price of 16.- Euro per ordinary share and 13.80 Euro per preference share.
The Management Board of METRO stated in this context that it strongly believes that the offer prices substantially undervalue the company and do not reflect the value creation plan of METRO. The company is going through a phase of continuing actions to transform the wholesale and food specialist and position it for the changing market environment. Therefore, the Management Board advised shareholders not to take action prior to the reasoned statement with respect to the offer to be issued by the Management Board and the Supervisory Board.
According to the bidder, however, EP ensured already full support by METRO´s key shareholder Haniel and holds a call option from Ceconomy.