Accenture

On 20 February 2017, SinnerSchrader Aktiengesellschaft (“SinnerSchrader”) concluded a Business Combination Agreement with Accenture Digital Holdings GmbH, a subsidiary of the worldwide Accenture Group (“Accenture”).

After conclusion of this Agreement, Accenture acquired a total of 65.94 % of the issued SinnerSchrader shares, that is 7,611,513 shares, at a price of € 9.00 per share by means of individual share purchase agreements with major shareholders and by way of a public takeover offer, which ran from 27 March to 26 May 2017.

On 20 October 2017, SinnerSchrader and Accenture agreed on a draft Control and Profit Transfer Agreement, with Accenture as the controlling and SinnerSchrader as the controlled company. This Agreement provides for compensation to the outstanding shareholders for the shares they hold in the amount of € 10.21 per share, or alternatively an annual compensation payment of € 0.27 gross per share (corresponds to € 0.23 net per share, after deduction of corporation tax and solidarity surcharge according to the current legal situation).

The amount of compensation and of the alternative compensation payment are based on a expert opinion on the shareholder value of SinnerSchrader Aktiengesellschaft by Duff & Phelps GmbH, Frankfurt am Main, Germany. As the auditor appointed by the court, ADKL AG Wirtschaftsprüfungsgesellschaft, Düsseldorf, Germany, examined the Control and Profit Transfer Agreement and the offer of a compensation, as well as the alternative annual compensation payment it contained and, in its audit report, found that the compensation amount and the amount of the alternative compensation payment are appropriate.

The extraordinary Annual General Meeting of SinnerSchrader on 6 December 2017 approved the draft Agreement with 97.7 % of the votes represented. On 7 December 2017, SinnerSchrader then concluded the Control and Profit Transfer Agreement with Accenture.

On 16 January 2018, the Commercial Register at Hamburg Local Court, which is responsible for SinnerSchrader, entered the Control and Profit Transfer Agreement. It has thus taken effect. After entry, SinnerSchrader shareholders now have the opportunity to accept Accenture’s compensation offer and to transfer their shares to Accenture for a price of € 10.21 per share. The offer is extended up to 16 March 2018.

On this page you will find all of the important information and documents from the merger and takeover process (or links to this information), especially the complete compensation offer, and answers to frequently asked questions.

Naturally, you can also pose your questions to Ms Carmen Fesenbeck, SinnerSchrader press officer, or Mr Thomas Dyckhoff, CFO of SinnerSchrader.

 

Takeover Documents

19th Januar 2018
Federal Gazette Publication (only german version available)

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07th December 2017
SinnerSchrader AG and Accenture Digital Holdings GmbH sign Domination and profit transfer agreement

Today, SinnerSchrader AG and Accenture Digital Holdings GmbH signed the Domination and Profit Transfer Agreement. Yesterday, 6 December 2017, the Extraordinary General Meeting of SinnerSchrader AG... read more

 

20th October 2017
Publication of Inside Information according to Article 17 of the European Market Abuse Directive

Drawing up a draft of a Control and Profit Transfer Agreement between SinnerSchrader AG and Accenture Digital Holdings GmbH / Announcement of the figures for the 2016/2017 financial year and a... read more

 

20th October 2017
Independent company valuation of SinnerSchrader AG

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20th October 2017
Draft of the Domination and Profit Transfer Agreement concluded between SinnerSchrader Aktiengesellschaft and Accenture Digital Holdings GmbH dated 20 October 2017 including the Letter of Comfort provided by Accenture plc  (only german version available)

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20th October 2017
Joint Report made pursuant to Article 293a of the German Stock Corporation Act (Aktiengesetz) by the Management Board of SinnerSchrader Aktiengesellschaft and the management of Accenture Digital Holdings GmbH including annexes​ (only german version available)

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20th October 2017
Report by the court-appointed contract auditor ADKL

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31st May 2017
Announcement regarding tender results pursuant to section 23 para. 1 sent. 1 no. 3 of the German Securities Acquisitions and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) 

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06th April 2017
Joint Opinion of Management Board and Supervisory Board pursuant to sec. 27 WpÜG

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06. April 2017
SINNERSCHRADER AG’S MANAGEMENT BOARD AND SUPERVISORY BOARD RECOMMEND TO ACCEPT THE TAKEOVER OFFER OF ACCENTURE IN THEIR JOINT STATEMENT PURSUANT TO § 27 WPÜG
Today, the Management Board and the Supervisory Board of SinnerSchrader AG issued the joint reasoned statement pursuant to § 27 of the German Securities Acquisition and Takeover Act... read more

 

20th February 2017
Announcement of the Decision to make a Public Takeover Offer (öffentliches Übernahmeangebot) pursuant to Section 10 para. 1 in conjunction with Sections 29, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – "WpÜG")

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The offer document, further information on the status of the takeover procedure and contact options for shareholders are available on the website http://accenture.de/company-acquisition.

 

Additional press releases are available in German.