finexpert German Takeover Report 2017 · A primary takeover bid denotes the initial offer, while a secondary takeover bid refers to a change of the previous offer (e.g. increase of

finexpert

German Takeover Report 2017

03 | 2017

Volume 3

Content

1 Preface & People

3 Market Overview

10 Capital Market Reaction

14 Statements & Fairness Opinions

21 Success Rates

24 Transaction Details 2016

finexpert-ValueTrust | German Takeover Report | Vol. 3

Dear finexpert members, We proudly present the 2017 issue of the finexpert German takeover report. It

covers all takeover bids according to the German takeover code WpÜG of the

year 2016 and provides extensive information on relevant variables like bid

types, premia offered, market reaction of target’s and (if available) on bidder’s

stock prices. In addition our extensive database allows to compare last year´s

figures of these variables against the moving average of the preceding years

and thus to highlight trends and long term developments. Finally the finexpert

German takeover report contains a unique and extensive analysis of fairness

opinions and statements of management and supervisory board of the target

company (§27 WpÜG), allowing for a detailed analysis of the relationship of

these factors upon target stock price reaction and success rates of the

takeover bid.

Our results indicate 2016 as a year with an average number of offers, but with above average premia and bid volume. The latter is due to the extraordinary merger attempt of Deutsche Börse and London Stock Exchange. Market reaction on the offer announcements was on average 20.8% on the targets (-+1 day-CAR). Our Fairness Opinion analysis reveals an increasing importance of consultants as providers. Finexpert members have free access to download this (and all other) finexpert reports from our website www.finexpert.info. We hope that the information provided in this report is helpful in your day to day business.

Preface

Best regards,

Prof. Dr. Bernhard Schwetzler,

Chair of Financial Management

HHL - Leipzig Graduate School of Management

1


People

Sarah Hoy, cand. M.Sc. Data Collection, Analysis & Technical Editing Research Interests: Corporate Finance E-Mail: [email protected]

Maximilian Schreiter, M.Sc. Data Collection, Analysis and Interpretation Research Interests: Dynamic Models in Corporate Finance E-Mail: [email protected]

2

mailto:[email protected]


Market Overview

In 2016, 22 primary takeover bids1 have been published in Germany. This is

a 18% (+4) increase compared to the 2015 figures. Thus, the number of bids

is back to the levels of 2013/14 and at 76% of it’s highest value in 2011. Fi-gure 1 shows the development from 2009 to 2016.

Figure 1: Takeover Bids (#, 2009-2016)

1 A primary takeover bid denotes the initial offer, while a secondary takeover bid refers to a

change of the previous offer (e.g. increase of acquisition premium, extension of deadlines).

Takeover Bids (#, 2009-2016)

1821

29 2722 24

1822

56

3

83

2013

231

20152014

21

27

2012

33

2011

34

2010

23

2

2009

202

2016

30

primary takeover bidsecondary takeover bid

3


Market Overview

The volume of the primary takeover bids even rose by 258% in 2016 (EUR

30.7bn) compared to 2015 (EUR 11.9bn). The higher volume in 2016 can be

explained by the attempt to merge Deutsche Börse AG and London Stock

Exchange. The formal offer to Deutsche Börse AG by the transaction vehicle

HLDCO123 PLC in June 2016 amounted EUR 22.0bn. Without this bid, the

volume would have been slightly below the level of 2015.

Figure 2 depicts the development of the bid volumes between 2009 and

2016.

Figure 2: Primary Takeover Bid Volume (m EUR, 2009-2016)

73 413 1,301 206 528 331 665 1,396

2015

11,966

20142013

7,937

11,609

20122011

5,569

37,736

20102009

8,664

1,320

2016

30,709

Ø volume/ bid(m EUR)

Primary Takeover Bid Volume (m EUR, 2009-2016)

4


Market Overview

When differentiating between financial and strategic investors, we find an

equal distribution in primary takeover bids after three years of higher num-

bers in strategic bids. However another pattern remains: The average vol-

ume of strategic bids is significantly higher than the volume of financial inves-

tors’ bids (EUR 2,286m vs. EUR 506m). Thus, 2012 remains an exception

where financial investors accounted for 63.0% of all bids and outnumbered

strategic investors also in average bid volume.

Over the last five years, strategic investors held responsible for 46.9% of all

primary takeover bids representing 79.4% of the total bid volume.

Figure 3: Primary Takeover Bid by Investor (#, 2012-2016)

15

10

6

10

7

10

4

2

4 3

4

11

6 6

5

2

5

211

FI

10

FI SI

10

SI FI

17

10

14

FI

1112

SI

0

SI

13

FI

51

SI

Primary Takeover Bid by Investor (#, 2012-2016)

Ø volume/ bid(m EUR)

foreign country home country

249 133 224 781 98 497 111 878 506 2.286

2012 2013 2014 2015 2016

Figure 03

FI: Financial Investor SI: Strategic Investor

5


Market Overview

The bid premiums offered, both weighted1)

and unweighted, have been sig-

nificantly higher than in 2015. We define the bid premium as the mark-up of

the bid price compared to the three-month average stock price of the target

firm prior to the bid. This definition is in accordance with the WpÜG which re-

quires the potential acquirer to report this metric.2 The average unweighted

offer premium of 30.3% was 15.6 %-pts. higher than in 2015, and the

weighted one even rose to 46.1% (+33.4%-pts.). The extreme increase in the

weighted premium can be again explained by the merger of Deutsche Börse

and London Stock Exchange (premium of 49.9%).

Figure 4: Average Offer Premium (%, 2009-2016)

1 Weighted bid premiums account for the takeover value (outstanding shares not owned by the

bidder times the bid price), i.e. bids with a higher takeover value are assigned a higher weight.

2 The three-month average stock price prior to the bid is the minimum required bid price de-

fined by the WpÜG and, thus, the basis for premium calculation. If the three-month average

stock price is not available or not reliable, the highest price of preemptions is taken or a valua-

tion by an independent third party in accordance with § 5 para. 4 WpÜG-AV is done.

Average Offer Premium (%, 2009-2016)

2009-2016

19.0

2015

14.7

2014

12.5

2013

17.2

2012

30.7

2011

17.0

2010

9.9

2009

17.0

2016

30.3Un-weigh-ted Ø

Weigh-ted Ø

21.3

12.710.5

13.3

37.8

15.3

4.0

23.4

46.1

6


Market Overview

Looking at the offer premiums in clustered intervals of 5% reveals that 2016

is a special year with respect to the higher offer premium ranges. Almost

30% of all bids show premiums of 45% or more. On the lower end, the range

of 0% to 5% is underrepresented by 10% (27.3% in 2016 vs. 37.6% cumulat-

ed).

Figure 5 displays the distribution of offer premiums for 2016 and cumulated

for the years 2009 to 2016.

Figure 5: Offer Premium Distribution (%, 2015 & 2009-2016 cumulated)

35%-40%

4.5

30%-35%

4.5

25%-30%

9.1

>50%

18.2

45%-50%

9.1

40%-45%

4.5

5%-10%

9.1

0%-5%

27.3

<0%

0.0

20%-25%

9.1

15%-20%

0.0

10%-15%

4.5

2016

2009-2016 cum.

8.8

3.33.95.55.07.2

9.411.6

37.6

0.02.8

5.0

Offer Premium Distribution (%, 2016 & 2009-2016 cumulated)

7


Market Overview

A differentiated view on strategic and financial investors shows that the old

story of strategic investors paying a higher premium due to their synergy po-

tentials erodes. 2016 was the third year in a row where premiums by financial

investors were higher (2016: 31.5% vs. 29.1%). However, due to the excep-

tional difference in 2012, we still see higher premiums by strategic investors

on the five years average (2012-2016: 19.3% vs. 23.6%). Examining

weighted offer premiums by investor type instead, confirms the idea of higher

premiums paid by strategic investors for 2016 at least by direction with

46.6% for strategic bids vs. 44.1% for bids from financial investors.

Figure 6 provides the average unweighted offer premiums by investor type

over the last 5 years.

Figure 6: Average Unweighted Offer Premium by Investor (%, 2012-2016)

Average Unweighted Offer Premium by Investor (%, 2012-2016)

15.1

SI

14.6

FI

31.5

SI FI SI

29.1

19.323.6

FI SI

9.1

FI

17.3

SI

19.8

FI

14.1

SI

54.3

FI

16.8

2012 2013 2014 2015 2016 2012-2016

FI: Financial Investor SI: Strategic Investor

8


Market Overview

Cash is still the dominant method of payment and accounts for about 86.4%

in the 2016 bids. The remaining 13.6% are split between paying with own

shares (2 cases) and a mixture of paying with cash and own shares (1 case).

The mixed offer was the bid of Diebold, Inc. for Wincor Nixdorf AG while the

share offers concern the bids of HLDCO123 PLC for Deutsche Börse, and of

Capital Stage AG for Chorus Clean Energy AG.

Figure 7 depicts the shares of the different payment methods with respect to

all takeover bids in the respective year.

Figure 7: Payment Methods (%-distribution, 2012-2016)

Payment Methods (%-distribution, 2012-2016)

2012-2016

100.0

91.2

5.33.5

2016

100.0

86.4

9.1

4.5

2015

100.0

77.8

11.1

11.1

2014

100.0

91.7

4.24.2

2013

100.0

95.5

4.5 0.0

2012

100.0

100.0

0.00.0

cashsharesmixed

9


Capital Market Reaction

To evaluate the capital market reaction on the first bids, we calculated the

cumulated abnormal returns (CARs) for bidder and target companies around

the day of offer publication. We concentrate on first bids where the bidder

owns less than 75% of the target before the bid; beyond 75% ownership we

believe that the market reaction is not representative. We calculate CARs for

two different event windows: -1 to +1 days and –7 to +7 days around the day

of offer publication. DAX Prime All Share index is used as a benchmark for

the calculation of CARs, as this index is domestic, broad and the listed com-

panies comply with the highest level of reporting requirements of Deutsche

Börse AG.

For the target companies, we find the average CARs to be positive through-

out all years and closely related to the average offer premiums. For this anal-

ysis, offer premiums are calculated based on the last observable stock price

before beginning of the event window. The market reactions in 2015 contain

one exceptional case: When Livia Corporate Development Group SE submit-

ted a bid of EUR 13.49 per share (highest price of preemptions) to the own-

ers of the insolvent Softmatic AG, the share price spiked up from EUR 2.43 (-1 day) to EUR 12.50 (+1 day). The dotted boxes in figure 8 and 9 highlight

the effect.

Figure 8: Average cumulated abnormal return -/+1 days for target companies (%, 2009-2016)

Average CAR -/+1 Days for Target Companies (%, 2009-2016)

12 16 22 21 16 18 15 18

2016

20.8

2015

62.6

2014

21.5

2013

21.5

2012

28.8

2011

14.8

2010

10.4

2009

18.0

24.6

38.0

16.6 2.4 12.2 28.4 16.6 18.0 63.2 28.4

Com-panies1) (#)

Ø offer pre-mium2) (%)

1) Only first bids reflected for which capital market data was available2) Offer premium = (Offer price) / (Stock price -2 days) – 1

10



For the bidding firms we find different results. We find negative capital maket

reactions at the offer announcement, though being below a statistical mean-

ingful level of confidence (see figures 10 and 11).

Figure 9: Average cumulated abnormal return -/+7 days for target companies (%, 2009-2016)

Average CAR -/+7 Days for Target Companies (%, 2009-2016)

12 16 22 21 16 18 15 18

28.9

2011

17.7

2010

10.8

2009

17.3 16.3

2013

14.3

2012

21.6

2015 2016

45.5

24.7

20.8

2014

24.2 5.2 18.1 30.8 21.0 21.9 66.3 30.8

Com-panies1) (#)



11



Figure 10: Average cumulated abnormal return -/+1 days for bidder companies (%, 2009-2016)

Figure 11: Average cumulated abnormal return -/+7 days for bidder companies (%, 2009-2016)

Average CAR -/+1 Days for Bidder Companies (%, 2009-2016)

13 5 16 22 21 16 18 15

2015 2016

-2.6

0.9

2014

1.2

2013

3.1

2012

0.1

2011

-0.2

2010

0.0

2009

3.6

23.4 1.8 11.9 28.4 16.8 18.8 51.9 10.7

Com-panies1) (#)



Average CAR -/+7 Days for Bidder Companies (%, 2009-2016)

1.0

2010

-2.5

2009

6.5

2015 2016

-6.0

3.4

2014

4.2

2013

3.6

2012

-1.5

2011

29.5 3.8 17.8 30.8 21.2 21.9 54.8 13.0

13 5 16 22 21 16 18 15Com-panies1) (#)



12



Finally, we plot the individual offer premiums against target CARs for the

event window of –1/+1 day. We find a strong positive relationship shown in

figure 12 (Correlation coefficient is equal to 89.9%).

Such an analysis gives insights into the market expectation on the success of

the bid and is interpreted as follows: If the target CAR stays behind the offer

premium, the market attaches a low probability to a successful execution of

the deal. Contrary, if the target CAR is significantly above the offer premium,

the capital market expects an improved offer. When target CAR and offer

premium are in line, then there is a significant probability for a success of the

bid.

We have tested this interpretation for the observation period 2009 to 2016,

by comparing the results from figure 12 against the realized outcomes of the

transactions. As we cannot assume a strict equality of offer premium and tar-

get CAR, we have put a tolerance area of +/-5%-percentage points around

the equilibrium line to measure the category “success of offer expected.”

Based on this definition, the capital market would have predicted the bid out-

comes correctly for 55.0% of the transactions. This value is significantly high-

er than the expectation of a random drawing (33.3%).

Figure 12: Offer premium vs. cumulated abnormal return per target company (%, 2009-2016)

-40

-20

0

20

40

60

80

100

120

140

160

-40 -20 0 20 40 60 80 100 120 140 160 180 200

Offer premium (-2d, %)

CA

R (

-/+1

d, %

)

“Higher offer expected“

“Rejection of offer expected“

“Success of offer expected“

Offer Premium vs. CAR per Target Company1),2) (%, 2009-2016)


13


Statements & Fairness Opinions

Both the supervisory board and the executive board of the target company

are, according to §27 WpÜG, required to issue a statement regarding the ad-

equacy of the takeover bid. In the past few years many target companies ad-

ditionally requested a Fairness Opinion by a third party to evaluate the offer’s

adequacy. The target company’s statements as well as the Fairness Opinion

are important tools for the communication between management and share-

holders of the target company and influence the takeover bid’s success. The

supervisory and the executive board normally issue a joint statement (2012-2016: 91.7% of all statements). In 2014 and 2015, we observed a tendency

towards more separate statements but 2016 was again a year with joint

statements only.

Figure 13: Type of Statement (%-distribution, 2012-2016)

Type of Statement (%-distribution, 2012-2016)

2012-2016

100.0

91.7

4.1

100.0

86.7

6.7

6.7

2013

100.0

100.0

0.0100.0

88.6

5.7

2012

5.70.0

2016

100.0

100.0

0.00.0 4.1

100.0

84.0

8.0

8.0

2014 2015

joint statementsupervisory boardexecutive board

14



The §27 WpÜG statement should contain a recommendation to the share-

holders whether to accept or reject the takeover bid. The supervisory and ex-

ecutive board’s statements between 2012 and 2016 have given a distinct

suggestion in 80.0% of all cases: 57.2% advised the shareholders to accept

the offer whereas 22.8% recommended a rejection. No recommendation was

given in 20.0% of all cases. The percentage of statements without a recom-

mendation was lower in 2016: 9.1% did not advance an opinion towards the

acceptance or rejection of the offer. Two third of the given recommendations

in 2016 were to accept the offer.

Figure 14 shows the development over the past 5 years.

Figure 14: Statement‘s Recommendation (%-distribution, 2012-2016)

Statement‘s Recommendation (%-distribution, 2012-2016)

2012-2016

66.7

9.1

24.2

51.4

17.1

31.4

100.0

2016

100.0

57.2

22.8

20.0

2015

100.0

68.0

20.0

12.0

2014

100.0

36.7

26.7

36.7

2013

100.0

68.2

27.3

4.5

2012

100.0

neither acceptancerejection

15



Deviant recommendations from the supervisory board and the executive

board are especially interesting. However, between 2012 and 2016 only five

target companies issued separate statements and were in agreement four

times. The only case of deviant recommendations was in 2015: Guoshi

GmbH & Co. KG bidding for the remaining 29.1% of Powerland AG not yet

owned by the bidder. The advisory board rejected the offer arguing that the

liquidation value of the company would be above the bid, although the bid

price reflects an offer premium of 60.0% compared to the three-months aver-

age price. The executive board only consists of Mr. Shunyuan Guo who is

the owner of Guoshi GmbH & Co. KG. Thus, he decided to not give a recom-

mendation due to his conflict of interest. In the end, the bid was accepted for

9.3% of the still outstanding stocks increasing the share of Guoshi GmbH &

Co. KG to 80.2%.

Figure 15: Executive Board’s vs. Supervisory Board’s Statement (%-distribution, 2012-2016)

Executive Board’s vs. Supervisory Board’s Statement (%-distribution, 2012-2016)

100.0

100.0

0.0

2013

n.a.

2012

100.0

100.0

0.0

2012-2016

100.0

80.0

20.0

20162015

100.0

0.0

100.0

2014

n.a.

consensusdivergence

2 0 2 1 0 5Both statements exist

16



A Fairness Opinion is an external expert’s statement regarding the adequacy

of a takeover bid or of another company transaction. Investment banks or fi-

nancial advisers consulting the management regarding the transaction in

question usually issue these Fairness Opinions. In Germany the target com-

panies usually obtain a Fairness opinion for legal coverage and as an inde-

pendent third party opinion. The Fairness Opinion’s content and require-

ments are not regulated by law. The DVFA3 and the IDW

4 published guide-

lines concerning content, publication and the handling of conflicts of interest

in a Fairness Opinion. About 60% of the target company’s statements were

complemented by Fairness Opinions over the past 5 years. Figure 16 shows

the development since 2009.

Figure 16: Fairness Opinion Coverage (% of takeover bids, 2009-2016)

3 DVFA Expert Group „Fairness Opinions“, The principles of compiling a Fairness Opinions,

available online at http://www.dvfa.de/files/die_dvfa/kommissionen/application/pdf/ grundsaetze_fairness_opinions.pdf 4 IDW S8 “Grundsätze für die Erstellung von Fairness Opinions”

Fairness Opinion Coverage (% of takeover bids, 2009-2016)

65.2

2012

63.0

2013

57.1

2014

60.4

2015 2012-2016

54.5

2011

64.7

2010

56.5

2009

45.0

2016

63.3

17



The distribution over the Fairness Opinion´s published judgement of the of-

fer´s adequacy is quite stable: 74.4% of the evaluated takeover bids over the

last 5 years were considered adequate.

Figure 17: Fairness Opinion‘s Result (%-distribution, 2012-2016)

Fairness Opinion‘s Result (%-distribution, 2012-2016)

2015

100.0

74.4

25.6

2012-2016

100.0

75.0

25.0

2014

100.0

70.6

29.4

2013

100.0

73.3

26.7

2012

100.0

72.2

27.8

2016

100.0

81.3

18.8

inappropriate appropriate

18



The Fairness Opinion’s result is usually in agreement with the recommenda-

tions of the target company statements as can be seen in Figure 18. After the

exceptional year of 2014 where 3 out of 21 cases showed divergence, the

year 2016 only provides one additional case. The Fairness Opinion of UBS

Deutschland AG concerning Marsella Holdings S.a.r.l. takeover bid for Braas

Monier Building Group S.A. testified the adequacy of the offer. However, su-

pervisory board and executive board gave the recommendation to reject the

bid.

Figure 18: Fairness Opinion‘s vs. Statement‘s Recommendation (%-distribution, 2011-2015)

Fairness Opinion‘s vs. Statement‘s Recommendation (%-distribution, 2012-2016)

95.2

4.8

92.7

7.3

2016

100.0

90.0

2012-2016

100.0

10.0

2015

100.0

94.4

5.6

2014

100.0

85.7

14.3

2013

100.0

100.0

0.0

2012

100.0

consensus

divergence

21 16 21 18 20 96both exist

19



Fairness opinions are written by different originators which can be divided

into four groups: consultants, auditors, private banks and major banks

(commercial/investment banks). The auditors dominated the market in 2012

but in the following years the picture changed. Their market share came

down to approximately 15% between 2013 and 2016. All other opinion writ-

ers gained more or less proportionally with fluctuations over the last four

years. The year 2016 has seen a remarkable increase of the consultant´s

market share (by 32.9 percentage points). Considering 2012 to 2016 cumu-

lated results in a rather equal distribution where major banks have the high-

est share with 31.7%. All developments over the past 5 years are shown in

Figure 19.

Figure 19: Type of Opinion Writer (%-distribution, 2012-2016)

Type of Opinion Writer (%-distribution, 2012-2016)

100.0

14.3

28.6

2014

33.3

5.6

16.7

24.0

25.0

19.2

44.4

100.0

2015

31.7

100.0

2012-2016

28.6

28.6

2013

100.0

31.3

12.5

43.8

12.5

2012

100.0

21.7

56.5

8.7

13.0

2016

100.0

34.6

15.4

38.5

11.5

commercial/investment bankconsultant

private bank auditor

20


Success Rates

The takeover bid success rates are of particular interest. For this analysis,

we defined “success” as having reached an ownership share of at least 50%

or the minimum acceptance threshold determined by the bidder within the

defined term of acceptance according to WpÜG.5 Using this definition the

success rate is at 70.4% over the past 5 years. The other 29.6% of takeover

bids failed either in round one (21.4%) or thereafter (8.2%). In 2016 the suc-

cess rate of first round bids was exceptionally low (50.0%) which was com-

pensated by 22.2% of successful subsequent bid rounds.

If a bid is not successful in the first round, the likelihood of success drops sig-

nificantly for subsequent rounds (2012-2016: 52.9%).

Figure 20: Takeover Bid’s Outcome (%-distribution, 2012-2016)

5 We exclude cases where the ownership share has already been above 50% prior to the six

months period before the bid. Cases where the bidder has gained a majority within the six

months before the bid due to buying arrangements with blockholders are considered as suc-

cessful.

Takeover Bid’s Outcome (%-distribution, 2012-2016)

success rate (%)

2012-2016

98.0

61.2

9.2

21.4

8.2

2015

14.0

64.3

14.3

14.3

7.1

2014

22.0

68.2

9.1

18.2

4.5

2013

18.0

66.7

5.6

27.8

0.0

2012

26.0

57.7

0.0

26.9

15.4

2016

22.2

50.0

18.0

16.7

11.1

completed acquisition (round 1)discontinued acquisition (round 1)

completed acquisition (round >1)discontinued acquisition (round >1)

57.7 72.2 77.3 78.6 72.2 70.4

bids (#)

21


Success Rates

Which factors influence the takeover bid’s success? While academic studies

dealing with this question usually perform complex multivariate analyses, this

report concentrates on the offer premium as the most important factor. Our (obvious) hypothesis is that raising the offer premium c.p. causes a raise

in the probability of a successful takeover bid. Indeed, takeover bids with an

offer premium of less than 1% had a success rate of only 61.1% since 2009

whereas premium offers of 35% or more show a success rate of 75.0%.

However the 2016 data have to be interpreted with great care as the number

of cases per interval is low. The interval of 5% to 10% has only one primary

bid that was rejected (Elector GmbH for Clere AG), and one third of all bids

with premiums above 35% has not been successful. The latter result is driv-

en by the bids of mediosmanagement GmbH for Crevalis AG and GE Ger-

many Holdings AG for SLM Solutions Group AG.

Figure 21 depicts the distribution in 2016 compared to the cumulated per-

centages of 2009 to 2016.

Figure 21: Success Rate per Offer Premium Range (%, 2016 & 2009-2016 cumulated)

n.a.0.0

>35%

66.7

25%-35%

100.0

15%-25%

100.0

10%-15%5%-10%1%-5%

100.0

<1%

100.02016

2009-2016 cum.

75.066.766.769.271.4

60.061.1

Success Rate per Offer Premium Range (%, 2016 & 2009-2016 cumulated)

22


Success Rates

Finally, we analyze the connection between the statement’s recommenda-

tions and the Fairness Opinion’s results concerning the success of takeover

bids. Figure 22 illustrates the analysis in a cross table. It shows that the suc-

cess rate rises if both the statement and the Fairness Opinion have a positive

result (2012-2016: 85.5%). One possible explanation is the fact that target

companies that recommend accepting an offer in their statement have no

reason to publish a Fairness Opinion that might have a negative opinion on

the adequacy of the offer. On first glance it seems puzzling, that 52.9% of the

takeover bids are successful even though both the target company’s state-

ment and the Fairness Opinion yield negative results. A closer analysis of

these cases however reveals that a previous agreement with a large block-

holder of the target company was the foundation of the bid´s success. More

precise, before publishing the public takeover bid, the bidder already had ac-

quired a sufficient number of stocks from target blockholders to achieve the

majority.

Figure 22: Success Rate by Statement & FO recommendation (%, 2012-2016 cumulated)

acceptance

Stat

em

en

t

Success Rate by Statement & FO recommendation (%, 2012-2016 cumulated)

neither

rejection

fair not mentioned inadequate

Fairness Opinion

85.5% NA NA

100,0% NA 100.0%

100,0% NA 52.9%

23


Transaction Details 2016

The last chapter of this report gives a detailed overview of all takeovers and

takeover bids in 2016, see Figure 23. For each transaction we provide all pa-

rameters that have been analyzed on an aggregated level in the previous

chapters.

Figure 23: Transaction Details — Part 1

Offer date Bidder Target Inves-

tor type

Bid

round

Pay-

ment

method

Share

before

offer

Share

before

offer

from

major

inv.

Accep-

tance

rate

Offer

pre-

mium

Take-

over-

value (m

EUR)

CAR

(-/+1)

Bidder

CAR

(-/+1)

Target

25.01.2016 Vonovia SE Deutsche Wohnen AG FI 2 Mixed 11.7% 0.0% 19.6% 10.5% 7,749.1 -2.8% 4.0%

01.02.2016Comfort Enterprise

(Germany) GmbHMedisana AG SI 1 Cash 75.1% 0.0% 20.1% 4.1% 6.5 6.5%

05.02.2016 Diebold, IncorporatedWincor Nixdorf

AktiengesellschaftFI 1 Mixed 0.0% 0.0% 79.8% 27.3% 1,721.2 -5.0% 5.5%

01.03.2016 mediosmanagement GmbH Crevalis Capital AG SI 1 Cash 36.5% 0.0% 0.8% 106.7% 0.7

10.05.2016 Elector GmbH Clere AG SI 1 Cash 30.9% 0.0% 1.4% 7.1% 103.8 5.4%

01.06.2016 HLDCO123 PLCDeutsche Börse

AktiengesellschaftFI 1 Share 0.5% 0.0% 0.0% 49.9% 21,964.2 -1.2%

16.06.2016MECCA International (BVI)

LimitedKUKA Aktiengesellschaft SI 1 Cash 13.5% 0.0% 81.0% 45.8% 3,956.4 25.0%





22.07.2016

Investmentaktiengesellschaf

t für langfristige Investoren

TGV

KROMI Logistik AG SI 1 Cash 63.3% 45.1% 16.6% 23.6% 18.1 22.5%

28.07.2016LSREF4 ARIA Beteiligungs

GmbH & Co. KGISARIA Wohnbau AG FI 1 Cash 48.4% 46.4% 44.1% 26.1% 82.8 16.5%

28.07.2016 Capital Stage AG CHORUS Clean Energy AG FI 1 Share 14.6% 14.6% 69.6% 35.6% 272.0 -3.3% 10.9%

29.07.2016Grand Chip Investment

GmbHAIXTRON SE SI 1 Cash 0.0% 0.0% 0.0% 50.8% 676.4 25.7%

26.09.2016 GE Germany Holdings AG SLM Solutions Group AG FI 1 Cash 31.5% 31.5% 0.0% 50.9% 468.4 -1.4% 43.1%

14.10.2016 Marsella Holdings S.á.r.l.Braas Monier Building

Group S.A. FI 1 Cash 39.9% 29.1% 0.0% 12.0% 588.7 20.1%

09.11.2016Sachsenmilch Anlagen

Holding GmbH

Sachsenmilch

AkteingesellschaftFI 1 Cash 91.0% 0.0% 0.2% 0.0% 8.2 16.0%

10.11.2016 BDI Beteiligungs GmbHBDI - Bioenergy

International AGSI 1 Cash 76.5% 0.0% 4.8% 34.1% 12.1 25.8%

10.11.2016Phicomm Technology Co.,

LimitedFD Group AG FI 1 Cash 50.0% 50.0% 28.7% 116.8% 0.7 50.6%

16.11.2016 Tahoe Investors GmbH ALNO Aktiengesellschaft SI 1 Cash 33.3% 19.2% 1.0% 6.4% 25.2 4.8%

21.11.2016 HomeAdvisor GmbH MyHammer Holding AG FI 1 Cash 70.1% 70.1% 0.7% 0.0% 7.7 14.8%

19.12.2016 HomeAdvisor GmbH MyHammer Holding AG FI 2 Cash 70.1% 70.8% 1.8% 26.2% 9.7 14.8%

23.11.2016Amadeus Corporate

Business AGi:FAO Aktiengesellschaft SI 1 Cash 70.3% 0.0% 15.9% 0.0% 43.4 -0.9% 0.4%

29.11.2016 Tahoe Investors GmbH ALNO Aktiengesellschaft SI 2 Cash 33.3% 19.2% 9.9% 6.4% 25.2 4.8%

05.12.2016 Müller address GmbH MyHammer Holding AG SI 1 Cash 1.4% 0.0% 0.2% 23.6% 31.9 17.0%

14.12.2016

Tele-München Fernseh-

GmbH Co.

Produktionsgesellschaft

Odeon Film AG, München FI 1 Cash 43.3% 1.4% 41.9% 1.3% 5.4 62.5%


Group S.A. FI 2 Cash 36.3% 26.5% 53.9% 13.2% 694.0 20.1%


Business AGi:FAO Aktiengesellschaft SI 2 Cash 70.7% 0.0% 18.0% 5.6% 46.6 -0.9% 0.4%

21.12.2016 Acceleratio Capital N.V. GfK SE SI 1 Cash 56.5% 0.0% 19.3% 44.2% 691.4 30.8%

22.12.2016 Project Diamant Bidco AGKAP-Beteiligungs-

AktiengesellschaftFI 1 Cash 82.9% 53.0% 0.3% 0.0% 23.7 -0.7% -0.1%

23.12.2016 Müller address GmbH MyHammer Holding AG SI 2 Cash 1.4% 0.0% 1.2% 25.5% 32.4 17.0%

24


Transaction Details 2016

Offer date Bidder Target State-

ment

Exec.

Board

State-

ment

Super-

visory

Board

Joint

State-

ment

State-

ment

Exec.

Board

Recomm.

State-

ment

Super-

visory

Board

Recomm.

Joint

State-

ment

Recomm.

FO exists FO result

(Ade-

quacy)

25.01.2016 Vonovia SE Deutsche Wohnen AG yes Reject no

01.02.2016Comfort Enterprise

(Germany) GmbHMedisana AG yes Accept yes yes

05.02.2016 Diebold, IncorporatedWincor Nixdorf

Aktiengesellschaftyes Accept yes yes

01.03.2016 mediosmanagement GmbH Crevalis Capital AG yes Accept no

10.05.2016 Elector GmbH Clere AG yesneither

norno


Aktiengesellschaftyes Accept yes yes

16.06.2016MECCA International (BVI)

LimitedKUKA Aktiengesellschaft yes Accept yes yes


Aktiengesellschaftyes Accept no



22.07.2016

Investmentaktiengesellschaf

t für langfristige Investoren

TGV

KROMI Logistik AG yes Accept yes yes

28.07.2016LSREF4 ARIA Beteiligungs

GmbH & Co. KGISARIA Wohnbau AG yes Accept yes yes

28.07.2016 Capital Stage AG CHORUS Clean Energy AG yes Accept yes yes

29.07.2016Grand Chip Investment

GmbHAIXTRON SE yes Accept yes yes

26.09.2016 GE Germany Holdings AG SLM Solutions Group AG yes Accept yes yes


Group S.A. yes Reject yes no

09.11.2016Sachsenmilch Anlagen

Holding GmbH

Sachsenmilch

Akteingesellschaftyes Accept no

10.11.2016 BDI Beteiligungs GmbHBDI - Bioenergy

International AGyes Accept yes yes

10.11.2016Phicomm Technology Co.,

LimitedFD Group AG yes

neither

norno

16.11.2016 Tahoe Investors GmbH ALNO Aktiengesellschaft yes Reject yes no

21.11.2016 HomeAdvisor GmbH MyHammer Holding AG yes Accept yes yes

19.12.2016 HomeAdvisor GmbH MyHammer Holding AG yes Accept no


Business AGi:FAO Aktiengesellschaft yes Accept no

29.11.2016 Tahoe Investors GmbH ALNO Aktiengesellschaft yes Reject no

05.12.2016 Müller address GmbH MyHammer Holding AG yes Reject no

14.12.2016

Tele-München Fernseh-

GmbH Co.

Produktionsgesellschaft

Odeon Film AG, München yes Reject yes no


Group S.A. yes Reject yes yes


Business AGi:FAO Aktiengesellschaft yes Accept no

21.12.2016 Acceleratio Capital N.V. GfK SE yes Accept yes yes

22.12.2016 Project Diamant Bidco AGKAP-Beteiligungs-


23.12.2016 Müller address GmbH MyHammer Holding AG yes Reject no

Figure 23: Transaction Details — Part 2

25

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