Commerzbank to pay cash compensation of €12.75 per share to comdirect minority shareholders

Maria Nikolova

The basis for the price is the objective corporate value determined by the auditor Warth & Klein and the share price of comdirect.

Commerzbank AG (ETR:CBK) today announces that it will pay a cash compensation of €12.75 per share to the minority shareholders of comdirect as part of the planned squeeze-out. 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.

Let’s recall that, back in October 2019, Commerzbank published the document for the acquisition offer for all the outstanding shares of comdirect bank Aktiengesellschaft, offering comdirect’s shareholders EUR11.44 per share in cash.

Today, Commerzbank explained that Warth & Klein 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 October 30, 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 January 3, 2020 that it had reached the 90% investment threshold required for the squeeze-out under merger law. The VWAP for the relevant period before January 3, 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.

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.

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