Public Bids and Squeeze-Outs in Germany A Statistical Survey (2002 – 2016) Public Bids and Squeeze-Outs in Germany A Statistical Survey (2002 – 2016) Preface For the past several years Cleary Gottlieb Steen & Hamilton LLP has published legal and practical information regarding German public M&A transactions. For the new edition of this compilation, we have collected and analyzed information related to public bids and squeeze-outs in Germany from January 2002 through December 2016. The content of this Book is divided into three surveys: Survey I contains detailed information on 472 tender offers, takeover and/or mandatory offers launched under the Takeover Act, and includes, among other information, data on: — Bidder and target; — Amount and type of consideration; — Premium; — Conditions; — Position taken by the target management; and — Success of the bid. Survey II offers information on 145 exemptions from the obligation to make a mandatory bid in situations where control is gained over a target. Survey III presents data regarding 509 squeeze-outs of minority shareholders of German stock corporations. At the end of the Book we have included an index of all companies involved as bidder, applicant for an exemption, majority shareholder or target. In order to allow you to quickly find particular transactions or companies, you can search terms and names in this Book. For additional information on these search functionalities please see “Search Functionalities in this Book”. We hope this compilation of data will prove to be a useful resource regarding public bids and squeeze-outs in Germany. If you have any queries, please feel free to contact the undersigned or any of your regular contacts at Cleary Gottlieb. Frankfurt am Main, September 2017 Gabriele Apfelbacher Oliver Schröder Michael J. Ulmer Public Bids and Squeeze-Outs in Germany 2002 – 2016 Preface / 5 About Cleary Gottlieb Cleary Gottlieb’s European and German Corporate/M&A Practice Founded by seven lawyers in 1946, our firm has grown to over 1,200 lawyers from more than 50 countries, who work across practices, industries, jurisdictions and continents to provide clients with simple, actionable approaches to their most complex legal and business challenges. “Excellent firm noted for its seamless cross-border advice on multi- jurisdictional transactions across Europe. … ‘For Europe-based M&A, Cleary We support every client relationship with intellectual agility, commercial acumen and a human touch. would be the first firm we consider.’” We have a proven track record for problem-solving with innovation. We are fluent in the many languages Chambers Europe: Europe-wide, Corporate/M&A of local and global business. Furthermore, we have achieved consistent success in multiple jurisdictions. Financial institutions, sovereign governments, global corporations, local businesses and individuals come to us for practical and forward-looking advice. “The lawyers, incl. associates, enjoy an exceptionally good name for their expertise and business savvy.” JUVE – German Commercial Law Firms Cleary Gottlieb’s M&A group has been active in Europe since the late 1950s. Today approximately 500 lawyers work in the Paris, Brussels, London, Frankfurt, Cologne, Rome, Milan and Moscow offices, of which more than 200 lawyers are actively handling mergers and acquisitions. These offices have developed a unique and well-recognized reputation in both public and private M&A transactions. Operating on a fully integrated basis across our 16 global offices, the group provides clients cutting-edge expertise that makes us unmatched in handling matters involving the law of multiple jurisdictions. Our Moscow (1991) Brussels (1960) London (1971) Cologne (2004) integrated team of lawyers provides comprehensive advice on all matters relating to M&A transactions, Paris (1949) Frankfurt (1991) including the U.S. aspects of European M&A transactions. Milan (2001) New York (1946) Rome (1998) Beijing (2006) Washington, D.C. (1946) Seoul (2012) To meet the growing needs of our corporate clients in Germany, Cleary Gottlieb opened its Frankfurt office in 1991 and expanded its presence in 2004 with an office in Cologne. We now have about 60 lawyers Abu Dhabi (2012) Hong Kong (1980) working in Germany, the large majority of whom have received their primary legal training here. More than half of these lawyers are qualified to practice in more than one jurisdiction. In recent years, Cleary Gottlieb has handled some of the largest and most significant M&A transactions in Germany and in Europe. We also regularly provide integrated and comprehensive advice on all labor, tax and regulatory matters related to M&A transactions. São Paulo (2011) Our M&A and Corporate Governance practice groups regularly publish contributions to our M&A blog “Cleary M&A and Corporate Governance Watch” to provide updates and insights on M&A and corporate Buenos Aires (2009) governance matters, including developments in shareholder activism, corporate law and deal structuring as well as trends in the drafting of M&A agreements. The blog also provides updates on upcoming events organized by or featuring Cleary Gottlieb lawyers. In the Cleary Gottlieb M&A-Report and the M&A- Telegram, both posted on the blog, the German M&A team analyses recent developments and trends specifically for the German market. 6 / Preface Public Bids and Squeeze-Outs in Germany 2002 – 2016 Public Bids and Squeeze-Outs in Germany 2002 – 2016 Preface / 7 Search Functionalities in this Book Some Technical and Explanatory Notes The Book provides for an index with all companies that have been involved in public bids and squeeze- Survey I–III outs in Germany since 2002; the index contains information where and in which chapter to find the information relating to a specific company. In all surveys Additionally, you can perform searches in this Book yourself. — The date format follows the order mm/dd/yyyy (month/day/year). — The domicile stated in the Bidder/Target column in Survey I, Applicant(s)/Target column in — Adobe Acrobat/Adobe Reader users: For a quick search, we recommend to use the Find toolbar. Survey II and Company Concerned/Majority Shareholder column in Survey III refers to the In order to access the Find toolbar, perform a right mouse click and select “Find” from the menu. registered office in Germany, except where otherwise indicated. Alternatively, use the Ctrl+F shortcut. — For an advanced search, open the drop down menu of the Find toolbar and select “Open Full Acrobat Search” from the menu. Alternatively, use the Shift+Ctrl+F shortcut. Survey I – Public Bids — After you run an advanced search, the results appear in page order. Each item listed includes a few words of context and the search result icon. In this survey — The search result icon jumps to that instance of the search term in the body of the PDF. The instance of the search term is highlighted in the document. — The column “Announcement of Intention” reflects the date the bidder announced its decision to — Other users: We recommend to use your browser’s individual search functions. make an offer in accordance with Section 10 of the Takeover Act. — The column “Type of Bid” distinguishes between three types of bids: “Takeover Bid,” “Tender Offer” and “Mandatory Bid”. Takeover bids (Übernahmeangebote) are bids which are directed at the acquisition of control over the target company. “Control” is defined as the holding of a minimum of 30% of the voting rights in the target company. Tender offers (freiwillige Angebote) are bids which are not directed at the acquisition of control over the target company, but rather aim to acquire less than 30% of the voting rights in the target company, or, in cases where the bidder already controls the target company, simply at increasing the bidder’s shareholding in the target company. According to Section 35 of the Takeover Act, a mandatory bid (Pflichtangebot) must be launched if the bidder has gained control over the target directly or indirectly, for example, by means of purchases of target company’s shares over the stock exchange or from individual shareholders. — The column “Consideration” shows the purchase price in Euro in a cash offer. Where the consideration is not cash but shares, the column shows the exchange ratio of the shares. Two further types of consideration include “Mixed Consideration”, which shows the exchange ratio of the shares and the cash element, and “Alternative Consideration” in which case the purchase price can be paid in either cash or shares. The consideration is stated per target company share unless otherwise indicated. — The “Premium” column shows, as a percentage value, the difference between the bid consideration and the weighted average price of target shares during a period of three months preceding the announcement of the intention of the bid. — The column “Value” reflects the maximum aggregate consideration payable, including transaction costs. — The column “Conditions” reflects that a bidder has the option of making a bid contingent on specific conditions under certain circumstances, and specifies such conditions, if any. — The “Comments” column refers, inter alia, to compliance with U.S. and other foreign takeover provisions, exclusions of certain foreign shareholders from the respective public bids, waivers of conditions, related BaFin decisions and possible subsequent squeeze-outs or reorganization measures. — “Success of the Bid” displays the percentage of shares held at the beginning of the acceptance period, at the end of the