On behalf of Daimler AG, Gleiss Lutz successfully ended proceedings that had been ongoing for several years concerning the merger of Daimler-Benz AG with DaimlerChrysler AG, which has in the meantime been renamed Daimler AG. On October 14, 2010 the Higher Regional Court of Stuttgart found that the share-exchange ratio of the two companies that had been agreed during the merger in 1998 was reasonable. Therefore, claims by former Daimler-Benz shareholders for additional payments were dismissed.
In accordance with the merger agreement of the companies involved, in 1998 the shares of the shareholders of the former Daimler-Benz AG had been exchanged for shares of DaimlerChrysler AG at a ratio of 1 to 1.005. Since several former shareholders of Daimler-Benz AG considered this exchange ratio to be too low, they instituted appraisal proceedings before the Stuttgart District Court. In the first instance, the Stuttgart District Court ruled in favour of the shareholders in its decision of August 4, 2006 and specified an additional cash payment of EUR 22.15 per share for the roughly 10.4 million shares concerned.
With its recent decision, the Higher Regional Court of Stuttgart reversed the Stuttgart District Court’s decision and granted an appeal of Daimler AG. Thus, the corporate valuation from the year 1998 is unobjectionable; all claims for additional payments were dismissed.
Daimler was advised by Dr. Bodo Riegger (Of Counsel), Dr. Dirk Wasmann (partner) and Dr. Thorsten Gayk (all corporate, Stuttgart).
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