Karlsruhe (pta020/08.12.2021/13:35) - Paccard eight GmbH intends to implement a group merger of GxP German Properties AG in connection with an exclusion of the minority shareholders of GxP German Properties AG in exchange for an appropriate cash compensation (merger squeeze out)
Today, the management board of GxP German Properties AG with registered seat in Berlin ("GxP AG") has received a notification from Paccard eight GmbH with registered seat in Frankfurt am Main ("Paccard") that Paccard intends a merger of GxP AG as transferring entity into Paccard as acquiring entity.
Paccard has further informed the management board of GxP AG that it intends the transfer of the shares of the minority shareholders of GxP AG in exchange for an appropriate cash compensation in the context of the merger of GxP AG into Paccard by absorption pursuant to section 62 para. 1 and para. 5 sentence 1 of the German Transformation Act (Umwandlungsgesetz, "UmwG") in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz, "AktG"). As result of the merger, in connection with which the minority shareholders of GxP AG are to be excluded, the shareholding structure is intended to be simplified. Paccard will communicate the amount of the appropriate cash compensation, which Paccard will pay to the minority shareholders of GxP AG in exchange for the transfer of the shares, at a later date.
Paccard has further informed the management board of GxP AG that it is envisaged to have the general meeting of GxP AG to pass a resolution on the merger squeeze-out in the second quarter of the year 2022.
According to Paccard, Paccard currently holds 9,316,723 shares in GxP AG (corresponding to a participation of rounded 80.03 percent in the share capital of GxP AG) and will acquire further 1,278,672 shares in GxP AG (corresponding to a participation of rounded 10.98 percent in the share capital of GxP AG) from its shareholder EPISO 5 Mont Acquico S.à r.l.; consequently, Paccard will hold in total 10,595,395 shares in GxP AG (corresponding to a participation of rounded 91.01 percent in the share capital of GxP AG) and thus will be deemed as principal shareholder within the meaning of section 62 para. 5 sentence 1 UmwG. Furthermore, according to Paccard, Paccard intends a conversion into the legal form of a stock corporation. Paccard has informed the management board of GxP AG that it will submit the squeeze-out request pursuant to section 62 para. 1 and para. 5 sentence 1 UmwG in conjunction with section 327a para. 1 sentence 1 AktG after implementing these measures.
The management board of GxP AG has, with the approval of the supervisory board, resolved to support the merger squeeze-out intended by Paccard and to take the measures required on the part of GxP AG for the preparation and implementation of the merger squeeze-out.(end)
|emitter:||GxP German Properties AG|
c/o Bartsch Steuerberatung, Beiertheimer Allee 72
|contact person:||Dr. Constantin Plenge|
|phone:||+49 30 26 39 14 40|
|stock exchanges:||free market in Dusseldorf, basic board in Frankfurt, free market in Hamburg, free market in Munich, free market in Stuttgart|