CHSH has advised Mitterbauer Beteiligungs-Aktiengesellschaft in connection with the voluntary takeover offer for shares in Miba AG, the subsequent squeeze-out of the remaining shareholders and delisting of the company.
On 30 July 2015, Mitterbauer Beteiligungs-Aktiengesellschaft published an offer to acquire all shares in Miba AG, which shareholders were able to accept until 26 November 2015. A total of 86,688 Miba AG shares were tendered into the offer, corresponding to an acceptance threshold of 71.5%.
The remaining 34,545 Miba AG shares held in free float were the subject of the squeeze-out approved by the shareholders' meeting of Miba AG on 12 October 2015 and were transferred to the principal shareholder, Mitterbauer Beteiligungs-Aktiengesellschaft, on 3 December 2015 following entry of the resolution in the commercial register. At the same time, this brought to an end the listing of Miba AG on the Vienna Stock Exchange, where its shares had been listed since 1986.
Mitterbauer Beteiligungs-Aktiengesellschaft has consequently been the sole shareholder of Miba AG ever since.
Cerha Hempel Spiegelfeld Hlawati advised Mitterbauer Beteiligungs-Aktiengesellschaft on all legal aspects surrounding the takeover offer and squeeze-out. Headed by Senior Partner Edith Hlawati, the team at CHSH – also consisting of partners Volker Glas and Heinrich Foglar-Deinhardstein and attorney Christian Aichinger – helped structure and successfully implement the transaction. In keeping with the wishes of Mitterbauer Beteiligungs-Aktiengesellschaft, which strove to end its stock exchange listing quickly, for the first time ever a structure was implemented which allowed the squeeze-out procedure to be performed during the takeover offer's extended acceptance period, while at the same time fully respecting the rights of shareholders, who thanked the company for this. The resolution was not challenged at the shareholders' meeting and accordingly no action for annulment was filed. Hlawati: "The primary goal of Mitterbauer Beteiligungs-Aktiengesellschaft was to ensure the fair treatment of shareholders. We guaranteed this by giving shareholders the possibility of a voluntary exit in the takeover offer and by already communicating clearly with them in the offer document."