finexpert German Takeover Report 2017

Transcription

1 finexpert German Takeover Report Volume 3 Content 1 Preface & People 3 Market Overview 10 Capital Market Reaction 14 Statements & Fairness Opinions 21 Success Rates 24 Transaction Details

2 Preface 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 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 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 We hope that the information provided in this report is helpful in your day to day business. Best regards, Prof. Dr. Bernhard Schwetzler, Chair of Financial Management HHL - Leipzig Graduate School of Management 1

3 People Maximilian Schreiter, M.Sc. Data Collection, Analysis and Interpretation Research Interests: Dynamic Models in Corporate Finance Sarah Hoy, cand. M.Sc. Data Collection, Analysis & Technical Editing Research Interests: Corporate Finance 2

4 Market Overview In, 22 primary takeover bids 1 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 /14 and at 76% of it s highest value in Figure 1 shows the development from 2009 to. Takeover Bids (#, 2009-) secondary takeover bid primary takeover bid Figure 1: Takeover Bids (#, 2009-) 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). 3

5 Market Overview The volume of the primary takeover bids even rose by 258% in (EUR 30.7bn) compared to 2015 (EUR 11.9bn). The higher volume in 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 amounted EUR 22.0bn. Without this bid, the volume would have been slightly below the level of Figure 2 depicts the development of the bid volumes between 2009 and. Primary Takeover Bid Volume (m EUR, 2009-) Ø volume/ bid (m EUR) , ,396 37,736 30,709 1,320 8,664 5,569 11,609 7,937 11, Figure 2: Primary Takeover Bid Volume (m EUR, 2009-) 4

6 Market Overview When differentiating between financial and strategic investors, we find an equal distribution in primary takeover bids after three years of higher numbers in strategic bids. However another pattern remains: The average volume of strategic bids is significantly higher than the volume of financial investors bids (EUR 2,286m vs. EUR 506m). Thus, 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 03 Primary Takeover Bid by Investor (#, -) Ø volume/ bid (m EUR) FI SI FI SI FI SI FI SI FI SI foreign country FI: Financial Investor home country SI: Strategic Investor Figure 3: Primary Takeover Bid by Investor (#, -) 5

7 Market Overview The bid premiums offered, both weighted 1) and unweighted, have been significantly higher than in 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 requires 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%). Average Offer Premium (%, 2009-) Unweighted Ø Weighted Ø Figure 4: Average Offer Premium (%, 2009-) 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 defined 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 valuation by an independent third party in accordance with 5 para. 4 WpÜG-AV is done. 6

8 Market Overview Looking at the offer premiums in clustered intervals of 5% reveals that 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 vs. 37.6% cumulated). Figure 5 displays the distribution of offer premiums for and cumulated for the years 2009 to. Offer Premium Distribution (%, & cumulated) <0% 0%-5% 5%- 10% 10%- 15% 15%- 20% 20%- 25% 25%- 30% 30%- 35% 35%- 40% 40%- 45% 45%- 50% >50% cum Figure 5: Offer Premium Distribution (%, 2015 & cumulated) 7

9 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 potentials erodes. was the third year in a row where premiums by financial investors were higher (: 31.5% vs. 29.1%). However, due to the exceptional difference in, we still see higher premiums by strategic investors on the five years average (-: 19.3% vs. 23.6%). Examining weighted offer premiums by investor type instead, confirms the idea of higher premiums paid by strategic investors for 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. Average Unweighted Offer Premium by Investor (%, -) FI SI FI SI FI SI FI SI FI SI FI SI FI: Financial Investor SI: Strategic Investor Figure 6: Average Unweighted Offer Premium by Investor (%, -) 8

10 Market Overview Cash is still the dominant method of payment and accounts for about 86.4% in the 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. Payment Methods (%-distribution, -) mixed shares cash Figure 7: Payment Methods (%-distribution, -) 9

11 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 companies comply with the highest level of reporting requirements of Deutsche Börse AG. For the target companies, we find the average CARs to be positive throughout all years and closely related to the average offer premiums. For this analysis, 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 submitted a bid of EUR per share (highest price of preemptions) to the owners of the insolvent Softmatic AG, the share price spiked up from EUR 2.43 (- 1 day) to EUR (+1 day). The dotted boxes in figure 8 and 9 highlight the effect. Average CAR -/+1 Days for Target Companies (%, 2009-) Companies 1) (#) Ø offer premium 2) (%) ) Only first bids reflected for which capital market data was available 2) Offer premium = (Offer price) / (Stock price -2 days) 1 Figure 8: Average cumulated abnormal return -/+1 days for target companies (%, 2009-) 10

12 Capital Market Reaction Average CAR -/+7 Days for Target Companies (%, 2009-) Companies 1) (#) Ø offer premium 2) (%) ) Only first bids reflected for which capital market data was available 2) Offer premium = (Offer price) / (Stock price -8 days) 1 Figure 9: Average cumulated abnormal return -/+7 days for target companies (%, 2009-) For the bidding firms we find different results. We find negative capital maket reactions at the offer announcement, though being below a statistical meaningful level of confidence (see figures 10 and 11). 11

13 Capital Market Reaction Average CAR -/+1 Days for Bidder Companies (%, 2009-) Companies 1) (#) Ø offer premium 2) (%) ) Only first bids reflected for which capital market data was available 2) Offer premium = (Offer price) / (Stock price -2 days) 1 Figure 10: Average cumulated abnormal return -/+1 days for bidder companies (%, 2009-) Average CAR -/+7 Days for Bidder Companies (%, 2009-) Companies 1) (#) Ø offer premium 2) (%) ) Only first bids reflected for which capital market data was available 2) Offer premium = (Offer price) / (Stock price -8 days) 1 Figure 11: Average cumulated abnormal return -/+7 days for bidder companies (%, 2009-) 12

14 Capital Market Reaction 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, 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 target 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 outcomes correctly for 55.0% of the transactions. This value is significantly higher than the expectation of a random drawing (33.3%). Offer Premium vs. CAR per Target Company 1),2) (%, 2009-) CAR (-/+1d, %) Higher offer expected Success of offer expected Rejection of offer expected Offer premium (-2d, %) 1) Only first bids reflected for which capital market data was available 2) Offer premium = (Offer price) / (Stock price -2 days) 1 Figure 12: Offer premium vs. cumulated abnormal return per target company (%, 2009-) 13

15 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 adequacy of the takeover bid. In the past few years many target companies additionally 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 shareholders of the target company and influence the takeover bid s success. The supervisory and the executive board normally issue a joint statement (- : 91.7% of all statements). In and 2015, we observed a tendency towards more separate statements but was again a year with joint statements only. Type of Statement (%-distribution, -) executive board supervisory board joint statement Figure 13: Type of Statement (%-distribution, -) 14

16 Statements & Fairness Opinions The 27 WpÜG statement should contain a recommendation to the shareholders whether to accept or reject the takeover bid. The supervisory and executive board s statements between and have given a distinct suggestion in 8% of all cases: 57.2% advised the shareholders to accept the offer whereas 22.8% recommended a rejection. No recommendation was given in 2% of all cases. The percentage of statements without a recommendation was lower in : 9.1% did not advance an opinion towards the acceptance or rejection of the offer. Two third of the given recommendations in were to accept the offer. Figure 14 shows the development over the past 5 years. Statement s Recommendation (%-distribution, -) neither rejection acceptance Figure 14: Statement s Recommendation (%-distribution, -) 15

17 Statements & Fairness Opinions Deviant recommendations from the supervisory board and the executive board are especially interesting. However, between and 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 6% compared to the three-months average 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 recommendation 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%. Executive Board s vs. Supervisory Board s Statement (%-distribution, -) Both statements exist n.a. n.a divergence consensus Figure 15: Executive Board s vs. Supervisory Board s Statement (%-distribution, -) 16

18 Statements & Fairness Opinions A Fairness Opinion is an external expert s statement regarding the adequacy of a takeover bid or of another company transaction. Investment banks or financial advisers consulting the management regarding the transaction in question usually issue these Fairness Opinions. In Germany the target companies usually obtain a Fairness opinion for legal coverage and as an independent third party opinion. The Fairness Opinion s content and requirements are not regulated by law. The DVFA 3 and the IDW 4 published guidelines 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 Fairness Opinion Coverage (% of takeover bids, 2009-) Figure 16: Fairness Opinion Coverage (% of takeover bids, 2009-) 3 DVFA Expert Group Fairness Opinions, The principles of compiling a Fairness Opinions, available online at grundsaetze_fairness_opinions.pdf 4 IDW S8 Grundsätze für die Erstellung von Fairness Opinions 17

19 Statements & Fairness Opinions The distribution over the Fairness Opinion s published judgement of the offer s adequacy is quite stable: 74.4% of the evaluated takeover bids over the last 5 years were considered adequate. Fairness Opinion s Result (%-distribution, -) inappropriate appropriate Figure 17: Fairness Opinion s Result (%-distribution, -) 18

20 Statements & Fairness Opinions The Fairness Opinion s result is usually in agreement with the recommendations of the target company statements as can be seen in Figure 18. After the exceptional year of where 3 out of 21 cases showed divergence, the year 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, supervisory board and executive board gave the recommendation to reject the bid. Fairness Opinion s vs. Statement s Recommendation (%-distribution, -) both exist divergence consensus Figure 18: Fairness Opinion s vs. Statement s Recommendation (%-distribution, ) 19

21 Statements & Fairness Opinions 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 but in the following years the picture changed. Their market share came down to approximately 15% between and. All other opinion writers gained more or less proportionally with fluctuations over the last four years. The year has seen a remarkable increase of the consultant s market share (by 32.9 percentage points). Considering to cumulated results in a rather equal distribution where major banks have the highest share with 31.7%. All developments over the past 5 years are shown in Figure 19. Type of Opinion Writer (%-distribution, -) private bank consultant auditor commercial/investment bank Figure 19: Type of Opinion Writer (%-distribution, -) 20

22 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 the success rate of first round bids was exceptionally low (5%) which was compensated by 22.2% of successful subsequent bid rounds. If a bid is not successful in the first round, the likelihood of success drops significantly for subsequent rounds (-: 52.9%). Takeover Bid s Outcome (%-distribution, -) success rate (%) bids (#) discontinued acquisition (round >1) discontinued acquisition (round 1) completed acquisition (round >1) completed acquisition (round 1) Figure 20: Takeover Bid s Outcome (%-distribution, -) 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 successful. 21

23 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 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 driven by the bids of mediosmanagement GmbH for Crevalis AG and GE Germany Holdings AG for SLM Solutions Group AG. Success Rate per Offer Premium Range (%, & cumulated) 66.7 n.a. <1% 1%-5% 5%-10% 10%-15% 15%-25% 25%-35% >35% cum Figure 21: Success Rate per Offer Premium Range (%, & cumulated) Figure 21 depicts the distribution in compared to the cumulated percentages of 2009 to. 22

24 Success Rates Finally, we analyze the connection between the statement s recommendations 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 success rate rises if both the statement and the Fairness Opinion have a positive result (-: 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 statement and the Fairness Opinion yield negative results. A closer analysis of these cases however reveals that a previous agreement with a large blockholder of the target company was the foundation of the bid s success. More precise, before publishing the public takeover bid, the bidder already had acquired a sufficient number of stocks from target blockholders to achieve the majority. Success Rate by Statement & FO recommendation (%, - cumulated) Fairness Opinion fair not mentioned inadequate acceptance 85.5% NA NA Statement neither 100,0% NA % rejection 100,0% NA 52.9% Figure 22: Success Rate by Statement & FO recommendation (%, - cumulated) 23

25 Transaction Details The last chapter of this report gives a detailed overview of all takeovers and takeover bids in, see Figure 23. For each transaction we provide all parameters that have been analyzed on an aggregated level in the previous chapters. Offer date Bidder Target Investor type Bid round Payment method Share before offer Share before offer from major inv. Acceptance rate Offer premium Takeovervalue (m EUR) CAR (-/+1) Bidder CAR (-/+1) Target Vonovia SE Deutsche Wohnen AG FI 2 Mixed 11.7% % 19.6% 10.5% 7, % 4.0% Comfort Enterprise (Germany) GmbH Medisana AG SI 1 Cash 75.1% % 20.1% 4.1% % Diebold, Incorporated Wincor Nixdorf Aktiengesellschaft FI 1 Mixed % % 79.8% 27.3% 1, % 5.5% mediosmanagement GmbH Crevalis Capital AG SI 1 Cash 36.5% % 0.8% 106.7% Elector GmbH Clere AG SI 1 Cash 30.9% % 1.4% 7.1% % HLDCO123 PLC Deutsche Börse Aktiengesellschaft FI 1 Share 0.5% % % 49.9% 21, % MECCA International (BVI) Limited KUKA Aktiengesellschaft SI 1 Cash 13.5% % 81.0% 45.8% 3, % HLDCO123 PLC Deutsche Börse Aktiengesellschaft FI 2 Share 0.5% % 57.5% 49.9% 21, % HLDCO123 PLC Deutsche Börse Aktiengesellschaft FI 3 Share 0.5% % 61.6% 49.9% 21, % Investmentaktiengesellschaf t für langfristige Investoren KROMI Logistik AG SI 1 Cash 63.3% 45.1% 16.6% 23.6% % TGV LSREF4 ARIA Beteiligungs GmbH & Co. KG ISARIA Wohnbau AG FI 1 Cash 48.4% 46.4% 44.1% 26.1% % Capital Stage AG CHORUS Clean Energy AG FI 1 Share 14.6% 14.6% 69.6% 35.6% % 10.9% Grand Chip Investment GmbH AIXTRON SE SI 1 Cash % % % 50.8% % GE Germany Holdings AG SLM Solutions Group AG FI 1 Cash 31.5% 31.5% % 50.9% % 43.1% Marsella Holdings S.á.r.l. Braas Monier Building Group S.A. FI 1 Cash 39.9% 29.1% % 12.0% % Sachsenmilch Anlagen Sachsenmilch Holding GmbH Akteingesellschaft FI 1 Cash 91.0% % 0.2% % % BDI Beteiligungs GmbH BDI - Bioenergy International AG SI 1 Cash 76.5% % 4.8% 34.1% % Phicomm Technology Co., Limited FD Group AG FI 1 Cash 5% 5% 28.7% 116.8% % Tahoe Investors GmbH ALNO Aktiengesellschaft SI 1 Cash 33.3% 19.2% 1.0% 6.4% % HomeAdvisor GmbH MyHammer Holding AG FI 1 Cash 70.1% 70.1% 0.7% % % HomeAdvisor GmbH MyHammer Holding AG FI 2 Cash 70.1% 70.8% 1.8% 26.2% % Amadeus Corporate Business AG i:fao Aktiengesellschaft SI 1 Cash 70.3% % 15.9% % % 0.4% Tahoe Investors GmbH ALNO Aktiengesellschaft SI 2 Cash 33.3% 19.2% 9.9% 6.4% % Müller address GmbH MyHammer Holding AG SI 1 Cash 1.4% % 0.2% 23.6% % Tele-München Fernseh GmbH Co. Odeon Film AG, München FI 1 Cash 43.3% 1.4% 41.9% 1.3% % Produktionsgesellschaft Marsella Holdings S.á.r.l. Braas Monier Building Group S.A. FI 2 Cash 36.3% 26.5% 53.9% 13.2% % Amadeus Corporate Business AG i:fao Aktiengesellschaft SI 2 Cash 70.7% % 18.0% 5.6% % 0.4% Acceleratio Capital N.V. GfK SE SI 1 Cash 56.5% % 19.3% 44.2% % Project Diamant Bidco AG KAP-Beteiligungs- Aktiengesellschaft FI 1 Cash 82.9% 53.0% 0.3% % % -0.1% Müller address GmbH MyHammer Holding AG SI 2 Cash 1.4% % 1.2% 25.5% % Figure 23: Transaction Details Part 1 24

26 Transaction Details Offer date Bidder Target Statement Exec. Board Statement Supervisory Board Joint Statement Statement Exec. Board Recomm. Statement Supervisory Board Recomm. Joint Statement Recomm. FO exists FO result (Adequacy) Vonovia SE Deutsche Wohnen AG yes Reject no Comfort Enterprise (Germany) GmbH Medisana AG yes Accept yes yes Diebold, Incorporated Wincor Nixdorf Aktiengesellschaft yes Accept yes yes mediosmanagement GmbH Crevalis Capital AG yes Accept no 15. Elector GmbH Clere AG yes neither nor no HLDCO123 PLC Deutsche Börse Aktiengesellschaft yes Accept yes yes MECCA International (BVI) Limited KUKA Aktiengesellschaft yes Accept yes yes HLDCO123 PLC Deutsche Börse Aktiengesellschaft yes Accept no HLDCO123 PLC Deutsche Börse Aktiengesellschaft yes Accept no Investmentaktiengesellschaf t für langfristige Investoren KROMI Logistik AG yes Accept yes yes TGV LSREF4 ARIA Beteiligungs GmbH & Co. KG ISARIA Wohnbau AG yes Accept yes yes Capital Stage AG CHORUS Clean Energy AG yes Accept yes yes Grand Chip Investment GmbH AIXTRON SE yes Accept yes yes GE Germany Holdings AG SLM Solutions Group AG yes Accept yes yes Marsella Holdings S.á.r.l. Braas Monier Building Group S.A. yes Reject yes no Sachsenmilch Anlagen Sachsenmilch Holding GmbH Akteingesellschaft yes Accept no BDI Beteiligungs GmbH BDI - Bioenergy International AG yes Accept yes yes Phicomm Technology Co., neither FD Group AG yes Limited nor no Tahoe Investors GmbH ALNO Aktiengesellschaft yes Reject yes no HomeAdvisor GmbH MyHammer Holding AG yes Accept yes yes HomeAdvisor GmbH MyHammer Holding AG yes Accept no Amadeus Corporate Business AG i:fao Aktiengesellschaft yes Accept no Tahoe Investors GmbH ALNO Aktiengesellschaft yes Reject no Müller address GmbH MyHammer Holding AG yes Reject no Tele-München Fernseh GmbH Co. Odeon Film AG, München yes Reject yes no Produktionsgesellschaft Marsella Holdings S.á.r.l. Braas Monier Building Group S.A. yes Reject yes yes Amadeus Corporate Business AG i:fao Aktiengesellschaft yes Accept no Acceleratio Capital N.V. GfK SE yes Accept yes yes Project Diamant Bidco AG KAP-Beteiligungs- Aktiengesellschaft yes Accept no Müller address GmbH MyHammer Holding AG yes Reject no Figure 23: Transaction Details Part 2 25

27 ValueTrust is the sole financial advisory firm in the German speaking countries that focuses on the core competencies of business valuation and corporate finance advisory. ValueTrust advises management, boards and investors in acquisitions, mergers, restructurings, disputes and litigations as well as value management. ValueTrust offers its clients solution oriented financial advisory services combining both client focus and independence with highest standards of quality. ValueTrust s advisory approach is based on years of project experience, the skills of its professionals, a trustful cooperation with its clients and the support of industry experienced senior advisors. Corporate Transactions Buy side advisory Fairness opinions Takeover and delisting advisory Purchase price allocation and impairment tests Valuation opinions regarding the determination of fair market values for legal valuation purposes Dispute and Litigation Damage analysis Party related valuation opinions Financial and economic advice in proceedings Expert determination (as arbitrators) and mediation consulting Valuations as court appointed expert Restructuring Valuation reports for reorganizations and tax purposes Valuation opinions for financial restructurings Valuation of debt and mezzanine capital Capital structure analysis and optimization Value Management Portfolio and value analysis Business planning and evaluation of corporate strategies Value based controlling systems Cost of capital optimization CFO and financial expert advice ValueTrust Financial Advisors SE Theresienstrasse Munich Germany Prof. Dr. Christian Aders Chairman of the Executive Board christian.aders@value trust.com Florian Starck Steuerberater Member of the Executive Board florian.starck@value trust.com