DGAP-News: ADLER welcomes finding of the European Court of Justice: Austrian Takeover Commission does not comply with European law - notices against ADLER irrelevant

ADLER welcomes finding of the European Court of Justice: Austrian Takeover Commission does not comply with European law - notices against ADLER irrelevant

• Austrian Takeover Commission should not be "investigator", "prosecutor" and "judge" in one institution
• Austrian Takeover Commission's unlawful notices against ADLER not binding

Berlin, 9 September 2021 - Adler Group S.A. welcomes today's finding by the European Court of Justice ("ECJ") that the Austrian Takeover Commission ("ATC"), in its current structure and with the appeal possibilities available to it, does not act independently and does not comply with European law. Thus, the ATC should not be "investigator", "prosecutor" and "judge" in one institution. Since the ATC is not independent in the sense of European law, market participants must have the possibility to have decisions of the ATC fully reviewed by an independent court.

Therefore, in the opinion of the ECJ, determination and administrative penalty notices issued by the ATC against market participants cannot have any binding effect on any civil or administrative proceedings. With the ECJ's finding, the ATCs notices issued against ADLER therefore also have no binding effect in civil and administrative proceedings and are therefore irrelevant.

In March 2016, the ATC had accused ADLER, together with other parties to the proceedings, of acting as joint legal entities in the course of the planned takeover of conwert Immobilien Invest SE ("conwert") and of so-called "acting in concert". ADLER had been prevented from subjecting this finding of the ATC to a review by an independent court and from obtaining a legal hearing. In subsequent proceedings, ADLER therefore suggested that the ATC's actions be examined for violations of European law.

ADLER has always emphasised that there were no agreements or arrangements between it and other conwert shareholders regarding the takeover of conwert. ADLER already sold its stake in conwert to Vonovia SE in January 2017 as part of Vonovia SE's voluntary offer to conwert shareholders.

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