German Effecten- and Wechsel-Beteiligungsgesellschaft

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Deutsche Effecten- und Wechsel-Beteiligungsgesellschaft AG

logo
legal form Corporation
ISIN DE0008041005
founding June 12, 1872, VC business since 1997
Seat Jena , GermanyGermanyGermany 
management Bertram Koehler
Number of employees 3 (2018)
Branch Private equity / venture capital
Website www.dewb.de

The German Effecten und Wechsel-Beteiligungsgesellschaft AG (short: DEWB ) is a listed German Venture Capital -Gesellschaft based in Jena . The DEWB share is listed on the open market today ; it used to be listed in official trading and then in the Entry Standard . DEWB's focus is on asset management and companies whose technologies will play a key role in shaping the future development of the financial sector. The focus is on business models and technology for capital investment, asset management and their distribution.

history

Deutsche Effecten- und Wechsel-Beteiligungsgesellschaft AG has a history going back well over 100 years. The company emerged from the private bank LA Hahn, Frankfurt am Main, which had existed since 1821 (entry in the commercial register December 1825). From June 12, 1872, the company traded as Deutsche Effecten- und Wechsel-Bank in the legal form of a stock corporation . In the same year the bank was a founding partner of Dresdner Bank AG , Dresden.

Historic Kaiser Karree, Kaiserstraße 30 in Frankfurt am Main

From 1906 the seat of the Deutsche Effecten- und Wechsel-Bank was the Kaiser Karree in Frankfurt's Kaiserstraße . This was destroyed in the air raids on Frankfurt am Main and rebuilt after the end of the Second World War . After extensive renovation in the 1990s, it was sold to Commerzbank AG in 1997. With its credit , current account , foreign exchange and issuing business, the bank has traditionally concentrated on the financial center of Frankfurt. The company decided not to expand its own national branch network. At the beginning of the 20th century, Deutsche Effecten- und Wechsel-Bank invested in private banks in industrial centers in western and southwest Germany, including the Siegfried Falk banking houses in Düsseldorf, Siegfried Simon in Cologne, Schwab, Noelle & Co. in Essen, Friedrich Stern & Co. in Mannheim and Sienold, from Stutternheim & Co. in Wiesbaden. In 1925 the bank set up a branch in Berlin, which in the past had established itself as the German center of banking. In 1929 the takeover of the Deutsche Vereinsbank AG , Frankfurt am Main. In 1938 he acquired a stake in the Friedrich Hengst & Co. bank , Offenbach, which was later taken over by the major Swiss bank UBS .

After the National Socialists came to power , the Hahn family of bankers ( L. Albert Hahn ) sold their shares in Deutsche Effecten- und Wechsel-Bank to a consortium of Berlin investors under the leadership of the private bank Hartog & Cie. , Berlin, and left the administration and the group of shareholders. At that time, the majority of the bank had been family-owned since it was founded. The Englishman Sir Max Michaelis , London, former main shareholder of Deutsche Vereinsbank AG and with its takeover shareholder of Deutsche Effecten- und Wechsel-Bank, acquired the majority of the shares in the following year. Due to the family relationship between the Michaelis and the Hahns, the government authorities suspected that the family had another significant influence on the bank. The Frankfurt Gauleitung then decided to merge the bank with another Frankfurt bank. Internal resistance from the bank succeeded in delaying this project until the collapse of the Third Reich and thus preventing it. After the end of the war, the founding family again acquired a substantial block of shares through L. Albert Hahn, who had been a member of the board of directors (1919–1933) and supervisory board (1933–1937 and 1964–1968) for many years before he fled abroad.

Historical logo of DEWB (1956–1997)

On August 16, 1952, the bank's Bockenheimer deposit kassen was attacked. In the armed bank robbery, which is considered the first in German post-war history, two employees and one of the three perpetrators were killed.

On January 26, 1956, the Deutsche Effecten- und Wechsel-Bank, together with 13 other banks, founded the Union-Investment-Gesellschaft mbH as the third German investment company based on the American model. Their aim was to make investment savings possible for a broad range of investors through the low denomination of their share certificates .

In 1969 the banking business was spun off from Deutsche Effecten- und Wechsel-Bank and transferred to the, together with the English bank SG Warburg & Co. Ltd. , London, founded Effectenbank-Warburg AG , which was taken over in 1985 by Schweizerische Kreditanstalt , later Credit Suisse . The name was changed to Deutsche Effecten- und Wechsel-Beteiligungsgesellschaft AG.

In 1997 Jenoptik AG under Lothar Späth acquired the company from the industrial family Schuler - Voith as a holding company for the exploitation of the non-strategic investments of the Jenoptik Group and converted it into a risk participation company. In 2000 the company's headquarters were relocated to Jena . After a restructuring in 2005, the investment business focused on photonics and sensors.

With the exit of Jenoptik AG from the group of shareholders after a twenty-year investment period in 2017, DEWB was strategically realigned with a new investment focus on the Asset Management segment . In the following year DEWB acquired a> 25% stake in the Hamburg asset manager Lloyd Fonds AG and became its largest shareholder. Lloyd Fonds AG forms the core investment in DEWB's investment strategy. With a buy and build approach, DEWB also participates in complementary business models and technologies for capital investment, asset management and their sales.

Since 1997 DEWB has invested more than 380 million euros in 60 companies and made more than 465 million euros from 40 company sales. DEWB has so far accompanied eight of its portfolio companies to the stock exchange.

Severance payment speculation 2005/2006

Following the takeover of the listed DEWB by the Voith family of industrialists, a control agreement was concluded in 1993 . At this point in time 99 percent of DEWB shares were owned by Voiths, one percent (70,000 shares) were in free float with shareholders. Due to the domination agreement, Voith was obliged to submit a compensation offer to the outstanding shareholders . This was 26.51 euros per share. In over twelve years of judicial proceedings before the Higher Regional Court (OLG) in Frankfurt am Main, the compensation and compensation claim was increased to EUR 26.98.

After Jenoptik acquired the block of shares in Voiths, DEWB converted it into a venture capital company and in 1999 terminated the control agreement. In the stock market boom due to the New Economy hype at the time, investment companies were particularly sought after by investors. The stock exchange price of the DEWB share was far above the compensation claim, which is why this was initially no longer of interest to the outstanding shareholders. Jenoptik decided to increase the free float due to the high demand for DEWB shares from investors. However, the company failed to use a second security identification number to distinguish these shares from the one percent of the shares that were still eligible for compensation at the time.

After the share price fell as a result of the market correction from a peak of almost 100 euros to below 2 euros, the DEWB share moved into the focus of speculators who had the compensation claim in mind. After several capital increases , DEWB's free float had meanwhile risen to over 30 percent. It was not possible to distinguish between the shares entitled to compensation and those not entitled to compensation.

One shareholder sued because Jenoptik did not want to pay the required compensation without providing evidence that the shareholder in question had already held the shares before the termination of the domination agreement. In its decision of December 22, 2004 (AZ 7 U 391/03), the Thuringian Higher Regional Court gave the shareholder the right. The court reversed the burden of proof: it was not the shareholder who had to provide evidence that his shares were eligible for compensation, but Jenoptik that this was not the case. Jenoptik was unable to provide this evidence. This really fueled the severance speculation. The share price tripled within a few months. After the end of the award proceedings, several thousand small shareholders had asserted claims before the Higher Regional Court in Frankfurt am Main and demanded a settlement of EUR 26.98 per share plus interest from Jenoptik. With almost 6 million shares affected, Jenoptik would have had to spend a three-digit million amount. This would have caused immense economic damage to the company. Jenoptik appealed to the Federal Supreme Court (BGH) Revision one.

With its judgment of May 8, 2006, the BGH ended the severance speculation and granted Jenoptik's appeal. The BGH did not follow the reversal of the burden of proof by the Thuringian OLG. In addition, he saw in the compensation claim a right that arises originally for the shareholder, which is neither embodied in the share nor marketable and therefore does not become legally transposed with the sale of the share, but arises each time anew. If the share is transferred after the end of the corporate agreement, the compensation claim can no longer be reacquired. Consequently, DEWB shareholders who have tendered their shares to Jenoptik have to prove that they had already acquired them before the end of the corporate agreement between Jenoptik and DEWB. After the decision, the DEWB share price fell sharply.

Holdings

DEWB has five operational holdings in companies from the digital finance and other technology areas.

Digital finance

Other

  • MueTec GmbH, Munich
  • LemnaTec GmbH, Aachen
  • NOXXON Pharma NV, Berlin

As of June 2019

Shareholder structure

proportion of Shareholders
> 20% Investment funds managed by SPSW Capital GmbH, Hamburg
13% ABAG Aktienmarkt Beteiligungs AG
5% Shareholders formerly Börsebius Zentral
1 % Management team
<61.0% Free float

As of June 2018

Web links

Individual evidence

  1. ↑ a b c Annual Report 2018
  2. ^ Hoppenstedt Aktienführer Verlag Hoppenstedt company information, ISBN 3-8203-0531-9 .
  3. ↑ Wiesbadener Kurier of August 26, 2004 ( Memento of April 25, 2005 in the Internet Archive )
  4. ↑ DEWB AG: DEWB closes the 2017 financial year with a positive result and is preparing for realignment. In: dewb.de. May 9, 2018, accessed June 14, 2019 .
  5. ↑ DEWB AG: DEWB takes over strategic stake in Lloyd Fonds AG and resolves to increase capital. In: dewb.de. March 9, 2018, accessed June 14, 2019 .
  6. ^ Communication from DEWB on the arbitration proceedings from October 14, 2005
  7. ↑ Jenoptik ad hoc announcement of December 19, 2005  ( page no longer available , search in web archives )  Info: The link was automatically marked as defective. Please check the link according to the instructions and then remove this notice.@1@ 2Template: Dead Link / www.jenoptik.com  
  8. ↑ Press release of the BGH from May 8, 2006
  9. ^ Nicole Wörner: DEWB takes over Muetec. In: elektroniknet.de. July 10, 2014, accessed October 11, 2016 .
  10. ^ DEWB AG: Portfolio. Retrieved June 14, 2019 .
  11. ↑ Company portrait at dewb.de