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Deutsche Wohnen:Minority shareholder buyout (DPLTA): Difference between revisions
Deutsche Wohnen:Minority shareholder buyout (DPLTA) (view source)
Revision as of 11:40, 26 September 2024
, 26 September 2024→What Happens If Some Shareholders Don't Take Part in DPLTA?
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* If some shareholders fail to take part in the DPLTA, they will continue to hold their shares and be entitled to an annual guaranteed dividend<ref name=":3">https://www.mayerbrown.com/-/media/files/perspectives-events/publications/2020/03/ger-whitepaper-corporate-public-takeovers.pdf</ref>. | * If some shareholders fail to take part in the DPLTA, they will continue to hold their shares and be entitled to an annual guaranteed dividend<ref name=":3">https://www.mayerbrown.com/-/media/files/perspectives-events/publications/2020/03/ger-whitepaper-corporate-public-takeovers.pdf</ref>. | ||
* However, the acquirer (Vonovia) can in future increase its stake to between 90% and 95% and initiate a squeeze-out of the remaining shareholders. Here, the shareholders, will be forced to sell their shares for adequate compensation. A shareholder who owns at least a nominal amount of €1,000 in the target could try to delay the squeeze-out | * However, the acquirer (Vonovia) can in future increase its stake to between 90% and 95% and initiate a squeeze-out of the remaining shareholders. Here, the shareholders, will be forced to sell their shares for adequate compensation. A shareholder who owns at least a nominal amount of €1,000 in the target could try to delay the squeeze-out release through legal proceedings. However, the German Stock Corporation Act provides for a fast tracking of such proceedings, allowing for a resolution within three to six months. Compensation proceedings are only handled after registration of the squeeze-out<ref name=":1" />. | ||
* Squeeze-outs are in three forms. A takeover squeeze -out, a merger squeeze-out and a general corporate squeeze-out. A merger squeeze-out can be initiated by the acquirer (Vonovia) once it achieves 90% voting rights. However, it will have to merge with another corporation such as the target and initiate a squeeze-out within three months. A general corporate squeeze-out requires the acquirer to have at least 95% voting rights in the target. On the other hand, a takeover squeeze-out requires the acquirer to attain at least 95% voting rights in the target and initiate a squeeze-out within three months. The The advantage of this type of squeeze-out is that if the takeover bid was accepted by at least 90% of the shareholders, the offer price offered during the takeover can be considered as adequate compensation. All the other rules mentioned above will apply in these types of squeeze-outs<ref name=":1" />. | * Squeeze-outs are in three forms. A takeover squeeze -out, a merger squeeze-out and a general corporate squeeze-out. A merger squeeze-out can be initiated by the acquirer (Vonovia) once it achieves 90% voting rights. However, it will have to merge with another corporation such as the target and initiate a squeeze-out within three months. A general corporate squeeze-out requires the acquirer to have at least 95% voting rights in the target. On the other hand, a takeover squeeze-out requires the acquirer to attain at least 95% voting rights in the target and initiate a squeeze-out within three months. The The advantage of this type of squeeze-out is that if the takeover bid was accepted by at least 90% of the shareholders, the offer price offered during the takeover can be considered as adequate compensation. All the other rules mentioned above will apply in these types of squeeze-outs<ref name=":1" />. | ||
* Given that the Vonovia and Deutsche Wohnen have announced a profit and loss transfer agreement, it's highly unlikely that they will initiate merger squeeze-out since the two doesn't go hand in hand. | * Given that the Vonovia and Deutsche Wohnen have announced a profit and loss transfer agreement, it's highly unlikely that they will initiate merger squeeze-out since the two doesn't go hand in hand. | ||