Gleiss Lutz has successfully represented Pineapple German Bidco GmbH (“Pineapple”), a transaction vehicle of the IT investment company Thoma Bravo, in appraisal proceedings before Munich I Regional Court on the squeeze-out at corporate and compliance services provider EQS Group AG.
The Court, chaired by Presiding Judge Frank Schaulies, held that the cash compensation per share calculated on the basis of the stock market price was appropriate, as the market price – although determined only on the qualified open market – was suitable for valuing the minority shareholders’ stake in the company. The Court therefore refrained from conducting a plausibility check based on the earnings value method.
Given the ongoing debate as to whether and under what circumstances the stock market price alone can be taken as a basis, this first-instance decision sends a clear message, particularly in light of the fact that the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer, “IDW”) recently issued IDW Standard S 17, which takes a more critical view of stock market price-based valuations.
The following Gleiss Lutz team advised Pineapple: Dr. Dirk Wasmann (partner, lead, Stuttgart), Dr. Thorsten Gayk (counsel, both Corporate, Hamburg).
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