Joint Reasoned Statement of the Management Board and the Supervisory Board of comdirect bank AG on the public tender offer by Commerzbank Inlandsbanken Holding GmbH published
- Management Board and Supervisory Board believe that the Offer Price of EUR 11.44 is adequate
- Management Board and Supervisory Board recommend to short-term oriented comdirect Shareholders, who prefer a safe realisation of value, to accept the offer
The Management Board and the Supervisory Board of comdirect bank Aktiengesellschaft (comdirect) today published their Joint Reasoned Statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) on the public takeover offer made by Commerzbank Inlandsbanken Holding GmbH (Bidder) to the shareholders of comdirect (the Reasoned Statement). The Bidder is a wholly-owned subsidiary of Commerzbank Aktiengesellschaft.
Offer Price is within the determined value ranges of the Fairness Opinions
The Management Board and the Supervisory Board in accordance with their respective own examination performed independently of one another, believe that the amount of the Offer Price is adequate. In their respective examinations of the adequateness of the Offer Price, they took into account, in particular, the Fairness Opinions rendered by Barclays Bank Ireland PLC Frankfurt Branch, Frankfurt/Main, Germany and Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Munich, Germany. The Offer Price is within the determined value ranges and, therefore, in the view of the Management Board and the Supervisory Board, reflects an adequate company value of comdirect at the present time.
Correctness of the Bidder’s strategic motives cannot be comprehensively confirmed due to lack of detailed statements
The Management Board and the Supervisory Board can comprehend some of the strategic motives of the Bidder. Nevertheless, the Offer Document lacks more detailed statements regarding individual strategy fields and potentials for synergies, so that the Management Board and the Supervisory Board at the present time are not in a position to comprehensively confirm the correctness of the Bidder’s strategic concept in overall turns. The Management Board and the Supervisory Board, however, welcome the Commerzbank’s intention to work out with comdirect, prior to effectiveness of the envisaged merger, an integrational concept including the implementation measures relating thereto for the time after effectiveness of the merger. Nonetheless, they regret that the Bidder to this date has not made any commitments regarding the preservation of certain locations and structures of comdirect.
The Reasoned Statement indicates which considerations the Management Board and the Supervisory Board took into account in their examination of the Offer (see in particular Chapter XI. Final Assessment).
Against this background, the Management Board and the Supervisory Board acknowledge that the Offer offers to short-term oriented comdirect Shareholders the opportunity of a quick and safe realisation of value and recommend such comdirect Shareholders to accept the Offer. With regard to comdirect Shareholders with an interest in a long-term development of comdirect, the Management Board and the Supervisory Board, on the basis of the Offer Document, cannot assess the strategic orientation comdirect will receive together with the Bidder and Commerzbank. For such comdirect Shareholders, the Management Board and the Supervisory Board refrain from giving a recommendation.
The Management Board and the Supervisory Board each unanimously resolved the contents of the Reasoned Statement. After a final preliminary discussion of corresponding drafts, the content of the Reasoned Statement was conclusively discussed by both the Management Board and the Supervisory Board on 13 November 2019.
The Reasoned Statement and a Management Summary of the Reasoned Statement as well as non-binding English translations thereof are published on comdirect's website at https://www.comdirect.de/acquisitionoffer.
Copies of the Reasoned Statement can also be obtained free of charge from comdirect (comdirect bank Aktiengesellschaft, Investor Relations, Pascalkehre 15, 25451 Quickborn, Germany) (to order, please call +49 (0) 4106 7041966 or fax +49 (0) 4106 7041969 or send an e-mail to email@example.com, indicating a postal address for mailing). The announcement that the Reasoned Statement has been published online and is available free of charge has also been published in the Federal Gazette today.
The acceptance period of the Bidder’s public Takeover Offer commenced upon publication of the Offer Document on 30 October 2019 and will end on midnight on 6 December 2019 (CET). The Takeover Offer is subject to a minimum acceptance rate of 90 % (including the 82.31 % of comdirect shares already held by the Bidder).
It is expressly pointed out that only the Reasoned Statement is authoritative. The information in this Press Release does not constitute an explanation or supplement to the information provided in the Reasoned Statement.