Merger-related Squeeze-out
ɫèֱ²¥ AG completes cash merger squeeze-out
Merger of ɫèֱ²¥ Intermediate Holding AG and ɫèֱ²¥ Aktiengesellschaft (merger-related squeeze-out)
- Draft transfer resolution ;
- Annual financial statements of ɫèֱ²¥ AG, the consolidated financial statements and the combined management reports for ɫèֱ²¥ AG and the ɫèֱ²¥ AG Group, in each case for the 2015, 2016 and 2017 financial years:
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- Written report (including its annexes) of 1 November 2018 submitted by ɫèֱ²¥ Intermediate Holding AG in its capacity as the majority shareholder of the Company in accordance with section 62 para. 5 sentence 8 German Transformation Act, section 327c para. 2 sentence 1 German Stock Corporation Act on the preconditions of the transfer of the shares of the minority shareholders of ɫèֱ²¥ AG to ɫèֱ²¥ Intermediate Holding AG as well as on the explanation and justification of the adequateness of the fixed cash compensation ;
- Guarantee statement issued by UniCredit Bank AG in accordance with section 62 para. 5 sentence 8 German Transformation Act, section 327b para. 3 German Stock Corporation Act of 31 October 2018  ;
- Audit report submitted in accordance with section 62 para. 5 sentence 8 German Transformation Act in conjunction with section 327c para. 2 sentences 2 to 4 German Stock Corporation Act by the auditor Ebner Stolz GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Kronenstraße 30, 70174 Stuttgart, which was chosen and appointed by the regional court I of Munich (Landgericht München I), on the audit of the appropriateness of the cash compensation in light of the intended passing of a resolution on the transfer of the shares of the remaining shareholders of ɫèֱ²¥ AG (minority shareholders) to ɫèֱ²¥ Intermediate Holding AG of 31 October 2018 ;
- Notarised merger agreement of 1 November 2018 entered into by ɫèֱ²¥ Intermediate Holding AG as the acquiring company and ɫèֱ²¥ AG as the transferring company ;
- Annual financial statements of ɫèֱ²¥ Intermediate Holding AG for the 2017 short financial year and for the short financial year ended on 30 June 2018:
- Interim balance sheet of ɫèֱ²¥ AG as of 31 August 2018 ;
- Joint merger report of 1 November 2018 (including its annexes) submitted as a precautionary measure by the executive boards of ɫèֱ²¥ Intermediate Holding AG and ɫèֱ²¥ AG in accordance with section 8 German Transformation Act ; and
- Audit report of 31 October 2018 submitted in accordance with section 60 in conjunction with section 12 German Transformation Act as a precautionary measure for the legal entities involved in the merger by the auditor Ebner Stolz GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Kronenstraße 30, 70174 Stuttgart, which was chosen and appointed by the regional court I of Munich (Landgericht München I), on the audit of the merger agreement entered into by ɫèֱ²¥ Intermediate Holding AG as the acquiring company and ɫèֱ²¥ AG as the transferring company .
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