DGAP-News: Commerzbank Aktiengesellschaft
/ Key word(s): Miscellaneous
- Cash compensation of €12.75 per share is based on objective corporate value determined by external auditor and volume weighted average share price (VWAP) of comdirect
- Zielke: "After the annual general meeting of comdirect, we will push the integration forward with full force."
Commerzbank will pay a cash compensation of €12.75 per share to the minority shareholders of comdirect as part of the planned squeeze-out under merger law of comdirect bank Aktiengesellschaft ("comdirect"). The basis for the price is the objective corporate value determined by the auditor Warth & Klein and the share price of comdirect. The adequacy of the cash compensation will also be reviewed by the court-appointed auditor Baker Tilly.
Warth & Klein has determined a company value of €1,577 million for comdirect using the capitalised earnings method. This results in a value per share of €11.17, which is slightly lower than Commerzbank's voluntary public acquisition offer for comdirect of 11.44 euros per share which was published on 30 October 2019. The share price of comdirect was also taken into account when determining the appropriate amount of the cash compensation. The decisive factor here is the volume weighted average price (VWAP) of comdirect during the three-month period prior to the announcement of the squeeze-out under merger law. Commerzbank announced on 3 January 2020 that it had reached the 90% investment threshold required for the squeeze-out under merger law. The VWAP for the relevant period before 3 January 2020, amounted to €12.75 per share, according to the Federal Financial Supervisory Authority (Bafin) and is therefore the lower limit for the amount of cash compensation.
"With the integration of comdirect, we will accelerate the digital transformation of Commerzbank and develop even better services for customers. The determination of cash compensation for comdirect shareholders is the next step on the way to the squeeze-out under merger law," said Martin Zielke, Chairman of the Board of Managing Directors of Commerzbank. "After the annual general meeting of comdirect, we will be pushing the integration forward with full force."
Commerzbank currently holds about 90.29% of comdirect shares and has reached the required investment threshold for a merger-law squeeze-out. As the next step, comdirect's annual general meeting is to decide on the transfer of the shares of comdirect's minority shareholders to Commerzbank. Upon entry into the commercial register at the competent court, the merger will take legal effect and the cash settlement will be paid to the minority shareholders of comdirect.
By integrating comdirect, Commerzbank aims to draw on comdirect's strong digital expertise and innovative capabilities for the benefit of all Commerzbank group customers in future. The integration will also give comdirect the opportunity to scale up its offering through Commerzbank. comdirect should maintain its usual product and service level quality, and in the future, customers will also benefit from Commerzbank's branch presence. In addition to the strategic advantages of the merger, Commerzbank will realise significant synergy potential of up to €150 million as a result of the integration.
Disclaimer and Forward-Looking Statement
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