The acquisition of Software AG by the financial investor Silver Lake is causing considerable unrest among shareholders. After Silver Lake acquired the majority of shares for 2.4 billion euros last year and suspended trading on the stock exchange, the last annual general meeting in Darmstadt voted on the severance offer for the remaining minority shareholders. They are to receive 34.14 euros in cash per share.

The Company Must Now Finally Clear the Way for Complete Change of Control. Institutional investors utilised the opportunity during the General Meeting to voice sharp criticism of the valuation and acquisition process. Andreas Schmidt, board member of the SdK (Schutzgemeinschaft der Kapitalanleger, or Protective Association of Capital Investors), criticized the valuation basis of the compensation: "I have rarely seen an appraisal report that so obscures the true value of a company." His conclusion was: "They calculate themselves poor, they calculate you poor, dear shareholders."

The British investor Petrus Advisers, whose partner Till Hufnagel described the takeover as a blow against shareholder rights, expressed a similar view. Hufnagel also criticized the low valuation of Software AG and noted that the German capital market already has a poor reputation internationally.

With approximately 93.4 percent of the share capital, Silver Lake has the right to push out minority shareholders through a so-called squeeze-out. However, they can have the valuation legally reviewed.

The Debate Dragged on Due to Numerous Shareholder Questions Until After 10 PM. In the End, More Than 99 Percent of the Voting Capital Favored the Squeeze-Out. Despite a Higher Offer from Bain Capital and its Subsidiary Rocket Software Last Year, Software AG's Management Supported the Initiative by Silver Lake. This Led to Discontent Among Shareholders, Who Saw the Action as a Breach of the Statutory Duties of the Executive Board and Supervisory Board.

Christian Lucas, a partner at Silver Lake and the Chairman of the Supervisory Board of Software AG, who is acting in a delicate dual role, was particularly in the focus of criticism. Citing scheduling conflicts, Lucas did not attend the general meeting, raising further questions.

The Software AG referred to an appraisal by the accounting firm KPMG that valued the company at 2.5 billion euros and thus presented the compensation amount of 34.14 euros per share as reasonable. However, some investors consider this valuation to be significantly too low, especially in light of the planned sale of the IT integration division to IBM for 2.13 billion euros.

The Planned Restructuring and Focus on Individual Business Units Raises Further Questions About the Future of Software AG. CEO Sanjay Brahmawar Stressed That the Sale of the Integration Business to IBM is a Confirmation of the Strategy. Nevertheless, It Remains Unclear What the Future of the Company Will Look Like Under the New Leadership.

For the employees, this means uncertainty, as significant cost reductions are planned, particularly in the areas of administration and infrastructure. The remaining business units could be particularly hard hit by the austerity measures.

The General Meeting and the Associated Decisions Have Raised Doubts about Silver Lake's Long-term Intentions to Continue Software AG as an Independent Company Headquartered in Darmstadt.