SKW Schwarz Rechtsanwälte successfully represented ANWR GARANT International GmbH in a court of first instance in valuation proceedings on a squeeze-out under merger law at GARANT SCHUH + MODE AG. The proceedings before Düsseldorf Regional Court (Case 31 O 5/13) determined the appropriate cash compensation for the squeezed-out minority shareholders of GARANT SCHUH + MODE following the merger with ANWR GARANT. The decision is not yet final.
At the end of 2012, GARANT SCHUH + MODE AG was merged with ANWR GARANT International GmbH (formerly ANWR GARANT International AG). The merger agreement included the provision that the merger and the squeeze-out of the other shareholders (minority shareholders) of GARANT would take place simultaneously. On August 27, 2012, the annual general meeting of GARANT AG resolved to transfer the shares of the minority shareholders to ANWR GARANT, which at the time held more than 90% of the shares of GARANT AG. The cash compensation payable to the minority shareholders was determined as follows: EUR 13.60 per GARANT preference share VZ 0.01, EUR 16.96 per GARANT preference share VZ 0.39, EUR 34.00 per GARANT preference share VZ 1.41, EUR 13.51 per GARANT ordinary share.
In January 2013, the squeezed-out minority shareholders asserted that the cash compensation had not been appropriate and should be set higher. In ANWR GARANT’s opinion, the cash compensation was appropriate and was permissibly guided by the company’s earnings value.
After more than five years of proceedings and following the appointment of a court expert whose valuation differed by less than 5% from the cash compensation paid in the squeeze-out, Düsseldorf Regional Court dismissed all motions for a higher cash settlement. Previously, a settlement agreement that could have finally settled the proceedings with the participation of the outside shareholders’ representative at the end of the first instance and could have led to an increase in the cash compensation amounts had failed due to the resistance of individual claimants.
A team of SKW Schwarz led by Dr. Tatjana Schroeder also assisted ANWR GARANT in the valuation proceedings. The law firm had already advised ANWR GROUP eG on the acquisition of GARANT SCHUH + MODE AG including the related takeover bid and the subsequent conversion squeeze-out of GARANT SCHUH + MODE AG. Jointly with KPMG AG, the law firm had also drafted the main shareholders’ report that specified the cash compensation, which Düsseldorf Regional Court now confirmed as correct.
Counsel to ANWR GARANT International GmbH:
SKW Schwarz Rechtsanwälte, Frankfurt a.M.: Dr. Tatjana Schroeder, Julian Westpfahl (both Partners)