Odd-lot Tender Offer: €190 Upside (at €14.60/share)
This is a tender offer setup in Germany, with odd-lot priority and €190 of potential upside (on a 100 share position).
Aumann is a German producer of automation machinery for the EV sector. The company is conducting a public share buyback, akin to a tender offer in the US. Consideration is €16.50/share, against a current share price of €14.60/share. The offer comes for 10% of outstanding shares and expires on July 3.
On the odd-lot priority, the English version of the offer document states:
The Company makes use of the option provided for in the authorization of the Annual General Meeting for treasury shares of preferential acceptance of small quantities of up to 100 shares.
Aumann ran a similar 10% tender last year, which also included the same odd-lot provision, and everything worked out well. That offer was initially priced at €12.37/share, then raised to €14.25/share. It ended up massively oversubscribed, with around 70% of all shareholders participating. Based on the figures provided in the final results, it seems that only 74k odd-lot shares participated in last year’s offer. Thus, the risk of odd lots overfilling the current tender (which comes for 1.3m shares) is minimal.
One other German odd-lot tender was covered on SSI several months ago (see here), and it also worked out well.
Aumann is controlled by MBB SE, a family-run industrial and tech conglomerate that owns 48%. The parent is also traded in Berlin, with a €1bn market cap. It’s not clear whether it will participate in the offer.
Aumann held €137m in cash as of the latest report, against a tender size of roughly €21m, so financing is not a concern. However, German tender documents are always very vague, with no offer conditions, no details on treatment of foreign or beneficial holders, and limited disclosure overall. I wrote to IR just in case, to clarify whether US and beneficial holders will be allowed to participate and whether foreign investors will face any withholding taxes. That said, I expect no such hurdles.
A bit more background on the company
Aumann provides automation machinery to OEMs and Tier 1 suppliers in the EV sector. The systems are used for large-scale production of battery modules, packs, fuel cells, and the like. The company also has a smaller “Next Automation” segment (20% of revenue), in which it produces automation machinery for non-auto sectors such as life sciences, clean energy, and aerospace and defense. The contracts are long-term, and the products are made specifically for each customer, with no alternative use.
The business grew fast and peaked in 2024 with €36m of EBITDA (against a current EV of €60m). Since 2025, however, it has been all downhill, on lower EV demand, tariffs, and reduced OEM investment. 2026 EBITDA is now guided to only €11m. Management is therefore emphasizing “Next Automation” as its key growth engine. The segment is not really growing, but order intakes have started inflecting recently.
Management still sees the stock as cheap, and said so explicitly in the offer announcement. The main reason for the optical cheapness, however, seems to be the massive cash balance. The company has been planning to use cash for M&A for many years now, though it has not pulled the trigger yet, and has used the cash for buybacks instead.
99 shares?
100.
“If the subscription in a public tender offer exceeds the volume of the offer, acceptance is
based on quotas. In this context, a preferential acceptance of smaller quantities of up to
100 tendered shares per shareholder as well as rounding according to commercial
considerations may be provided, with the partial exclusion of any right of the shareholders
to tender their shares.”
IBKR already has a corporate action election for AAG, with smaller positions clearly marked with “Odd lot priority: YES”.
Are you sure. I can’t find the odd lot priority option. I have 100 shares.
My bad, found it.
Could you eloborate where you found it? Just wanted to tender my shares and can’t find the option to do it in the corporate action manager.
Found it, nervermind :)
Is there any tax considerations in this one? Is there part of it considered as deemed dividend?
Thanks
Don’t know US local tax implications, but it is viewed and treated like the sale of shares. So no, not a deemed dividend as it is often the case in US/Canada.
As a swiss it is even tax free ;-)
Aumann raised offer to 17.80
That’s a very strange move – why would the company choose to increase the offer price from €16.5 >> €17.0, when the buyback is only for 10% of all outstanding and the stock is sitting at around €15.0/share (clearly indicating that the market expects the offer to be oversubscribed even at €16.5/share).
This really seems counter-intuitive and makes me think I am missing something in this setup.
The translation of the press release reads:
“The increase in the purchase price is intended to ensure that the share buyback offer remains attractive to all shareholders, even after the significant development of the share price since the publication of the offer. Nevertheless, the company has sufficient financial resources for further growth and corporate acquisitions.”
This does not make any sense either, as “significant development of the share price” was kind of fully expected after the “publication of the offer” (happens with every single tender announcement).
For odd-lots the upside just increased by €130/share (to €320 total from the write-up levels), but now I am concerned that the offer gets cancelled due to something I do not understand or see.
Other thoughts are welcome.
A notice to German tender offers here, but I think the new press release said that the increase is made pursuant to section 5.1. Per section 5.1: The buyback authorization caps the offer price at 20% above the average opening-auction price over the trailing 10 trading days — recomputed off the 10 days before the adjustment. When €16.50 was set on 5 June, the trailing average was €13.84, so €16.50 was a ~19% premium. By 22 June the stock had rallied to ~€15.65, dragging the trailing average up to roughly €14.83 — and €17.80 ÷ 1.20 = €14.83. In other words, they didn’t pick €17.80 arbitrarily; they pushed the price to the legal maximum the authorization allows at the new, higher reference.
Also, this buyback is contractually unconditional: §2.3 of the offer document states the offer and the resulting purchase agreements “are not subject to any conditions. Official approvals or clearances are not required.” No MAC clause, no minimum-tender condition, no financing condition, no regulatory out. There is essentially no mechanism for a clean cancellation. So, if I were to wash out all of the usual caveats that we have been dealing with over the years in the U.S. and just apply Occam’s Razor: raising the price strengthens the company’s commitment rather than signaling retreat.
Lastly, as the write up states: they just did the exact same thing last year (€12.37/share, then raised to €14.25/share). So this is not something that’s out of the blue: there is already a precedent.
We know that MBB participated in this tender, and MBB will likely participate in this offer as well. Sounds like MBB is treating it as a liquidity event and just wants to be paid the maximum dollar amount possible under the law.
Now, the 100 share preference is at the company’s discretion, and it can be reversed, so the usual fear of “elimination of odd-lot language” stands. But again: the countervailing optics of “big bad institutional holder greed” vs “little guy/gal retail shareholder” also stands. As such, I don’t view this as riskier than DCBO back in the day.
After all, post WW II, if you can’t take a German at their word, then who can you really trust in this world?
Spitballing with only the information available here:
Suppose only 2% of existing shareholders want to tender and there’s only 2% of the shares available between 14.70 and 15.70 because of lack of liquidity. Then the company sees only 4% submitted out of 10% and they want to encourage more arbs to join in so the company increases the offer price.
This would be consistent for what the company is doing and their explanation.
Why aren’t arbs joining in now? Maybe the payoff is too small for the risk of cancellation or other temporary risks in the position. Maybe its the risk of oversubscription, even though it may be undersubscribed right now, they don’t know what other market participants are doing and can’t coordinate on this.
Lack of access may play a role here, in addition to tax uncertainty/headaches, shitty brokers where you’re not confident you could even submit tender instructions, etc. I face all of these issues
Interesting…. IBKR still showing 16.50 for me today.
Thats not unusual. The transaction bank /paying agent first needs to inform all custodian banks which as well need to update their system.
Sorry, I meant to type: “MBB participated in the LAST tender”
I am quite familiar with european share repurchase offers but this is very interesting, that this procedure (first offer +/- 19%) and after share price increased another max markup of 20%. Our lawyer always told that this is not possible. Well, something new learnt.
Will this work for the OTC ADR: AUUMF? Thx
Not sure, but these securities are run by banks who can charge insane fees to pass-through stuff like this. Once I was charged ~3% of my entire position just for BNY Melon to pass-through a stock split. Nothing I could do about it. Unless you receive good advice to the contrary, I’d be wary of doing this via AUUMF
Does anyone know whether this odd-lot will also work when done at multiple brokers? So 100 shares multiple times under the same name but in different accounts?
Yes, that should work. I used 4 accounts, 3 of them even with the same broker IBKR. In general the company itself does not get any Information about individual stockholders, the transaction bank males the allocation and only provides Information about the custodian banks. So it depends on them what Information are provided. In the past this procedure always worked. But of course, one time is always the first time.
Interesting. Just to be clear, different IBKR accounts under the same name worked? Stakes are low enough here that it might be worth trying out
Yes. I have an account on my name, separate on the name of my wife, third is a joint account on both of us and did it also with a joint account at another broker. At least in the past, never had any issues and always worked.
One more note; I‘ve never tried with exact identical accountholder. Not sure if that would work with the same broker. Different brokers yes or different accountholders in different combinations.
What brokerage can someone in the US make this trade at? I only see AUUMF at Fidelity and Schwab? Or is this only available internationally?
IBKR is available to those in the US
Anybody know why the results of the tender take this much time?
German companies are slow. :-) But I remember in the document the stated that they will likely publish the results on Friday (tomorrow). I guess they will pay next week.
Thats the usual procedure. Generally after deadline there are 2-3 days technical post-entry period for the banks and the allocation work starts afterwards which usually takes another 1-2 days.
Just checked how long it took last year – buyback offer closed on April 22 and results came on May 2. So results should come any day now.
The results came out: shareholders tendering up to 100 shares received preferential treatment. Settlement is expected to take place on July 16th (I’ve seen 14th of July cited as well on Aumann’s website – we’ll see).
https://www.tradingview.com/news/eqs:2bc872d3c094b:0-aumann-announces-share-buyback-with-an-allotment-ratio-of-approximately-6/
Paid out today.