Category: press-release-2020

No significant effect on small investors from potential dividend clawbacks

5. May 2022

In today’s ruling, the Munich I Regional Court concluded that the annual financial statements of Wirecard AG as at 31 December 2017 and 31 December 2018, together with the resolutions on the appropriation of profits adopted for those years, are null and void. It therefore upheld the action filed by the insolvency administrator in November 2020 in its entirety.

In the reasons for the judgement, which have already been issued, the court concurs with the insolvency administrator’s submission that the annual financial statements are null and void due to a breach of section 256 (5) sentence 1 no. 1 of the German Stock Corporation Act (AktG), because asset items in both balance sheets had been significantly overvalued. The insolvency administrator’s action was primarily based on the fact that trust assets, which according to Wirecard AG were supposed to result from the so-called TPA transaction, did not actually exist, leading to significant overvaluations in Wirecard AG’s balance sheet.

In this respect, the Munich I Regional Court states that there are strong grounds to believe that the trust assets never existed or at least did not exist to any significant extent. This was evidenced by the bank statements submitted by the claimant. However, the outcome would be no different even if it were based on the submission from Dr. Markus Braun, who joined the legal dispute as an intervening party, as the Munich I Regional Court explained in its press release of 5 May 2022.

The nullity of the annual financial statements and the resolutions on the appropriation of profits for the years 2017 and 2018 means that the basis for the dividend payment to the shareholders for those years also ceases to apply. Wirecard AG did not generate any profits in the financial years 2017 and 2018, in fact it made considerable losses.

Given this context, the question arises of how to deal with the dividends distributed for the years in question, which were paid out without legal grounds as they had not actually been earned. The nullity of the annual financial statements for the year 2016 has already been remedied prior to the insolvency due to the passage of time under section 256 (6) AktG. However, Wirecard AG only paid out €0.18 per no-par share for 2017 and €0.20 per no-par share for 2018. These dividends were mainly paid to major shareholders such as MB Beteiligungs GmbH, Dr. Markus Braun’s holding company.

Small and private investors will not be significantly affected in this respect: Wirecard AG paid dividends totalling 0.38 euros per share for 2017 and 2018. Assuming a share price of around 150 euros, an investor with stocks at a “stock market value” of 10,000 euros at the time would have to expect a repayment for the two years, if any, of 25 euros at most. Most private investors actually held a far smaller number of shares in their portfolios. Wirecard AG distributed dividends to its shareholders totalling around 22 million euros for 2017 and around 25 million euros for 2018 based on the null and void annual financial statements for 2017 and 2018.

Please do not hesitate to contact us if you have any questions:

Media contact for the insolvency administrator:
Sebastian Brunner
Tel.: +49175/5604673

E-Mail: sebastian.brunner@brunner-communications.de

Disposal of Subsidiaries in Asia well advanced

12. July 2021

The insolvency administrator has achieved further success in completing additional divestitures as part of the insolvency proceedings regarding the assets of Wirecard AG and Wirecard Sales International Holding GmbH. Specifically, this week the shares of two of four subsidiaries in the Asian-Pacific region were sold and transferred to Finch Capital. This was achieved in spite of the difficult circumstances for the consummation of the transaction due to the current lockdown in Malaysia and hence the insolvency administrator Dr Michael Jaffé was successful in completing the first portion of the transaction with Finch Capital’s subsidiary Nomu Pay Ltd.

Pursuant to the sales contract executed in mid-April, the shares in the other entities, which have been sold to Finch Capital, Wirecard e-Money Philippines, Inc. and Wirecard (Thailand) Co., Ltd., shall be transferred as well. With the completion of the first part of the transaction, almost 90 employees will find a new home and substantial proceeds can be distributed to the German insolvency estates.

Furthermore, the insolvency administrator has previously sold all of the shares in PT Prima Vista Solusi/Indonesia together with its nearly 670 employees to the technology holding company of an Indonesian company group, thus achieving yet another successful sale in South East Asia amidst strict limitations due to the pandemic. The completion of this transaction is still subject to customary closing including the necessary approval by the Indonesian banking control authority.

„With the sale of PT Prima Vista Solusi in Indonesia and the completion of the sale of subsidiaries in Hong Kong and Malaysia, we have largely completed the disposal of the portfolio companies. Overall, we were able to achieve the best possible solutions for employees and creditors and to safeguard around 2,800 existing jobs in the course of the disposals “, said insolvency administrator Dr Michael Jaffé.

Please do not hesitate to contact us if you have any questions:

Media contact for the insolvency administrator:
Sebastian Brunner
Tel.: +49175/5604673

E-Mail: sebastian.brunner@brunner-communications.de

Further Successful Sale in Asia

8. July 2021

The insolvency administrator of Wirecard Sales International Holding GmbH, Rechtsanwalt Dr Michael Jaffé, has successfully sold another Asian entity.

Following an international bidding process, the Indian subsidiary Wirecard Forex India Private Limited has been sold to NIUM Pte. Ltd., a global payment service provider, specializing in the field of cross-border transfers and card issuance.

Wirecard Forex India Private Limited is a foreign currency exchange, pre-paid card and remittance service provider in India licensed by the Reserve Bank of India as Authorized Category II Money Exchange Dealer. The Company and its nearly 190 employees provides the Indian market with foreign currency exchange and money remittance services. The transaction is still subject to certain conditions, in particular, approval by the local banking control authority.

“Despite the pandemic’s negative effects, including the hard-lock downs in India, we have been able to secure a going concern of Wirecard Forex India’s business and successfully conduct a sales process in the best interest of the creditors.“ summarized insolvency administrator Dr Michael Jaffé today.

Please do not hesitate to contact us if you have any questions:

Media contact for the insolvency administrator:
Sebastian Brunner
Tel.: +49175/5604673

E-Mail: sebastian.brunner@brunner-communications.de

Further Successful Sale in Asia

29. April 2021

In the insolvency proceeding concerning the assets of Wirecard Sales International Holding GmbH a further successful sale could be achieved after the recent sale of several subsidiaries in the Asia-Pacific region.

Following an international bidding process, Wirecard Singapore Pte. Ltd., the subsidiary of Wirecard Sales International Holding GmbH divests its shareholding in Wirecard (Vietnam) Company Limited to South Korean credit card company BC Card Co., Ltd. The transaction is still subject to certain conditions, in particular, approval by the local merger control authority.

Wirecard (Vietnam) Company Limited has a market-leading position in the field of payment services solutions in Vietnam and is offering its customers one-stop-shop solutions starting from back-end software to front-end hardware. Among the customers are major state banks as well as numerous financial institutions.

“Despite the challenging circumstances of the international sales processes amidst a pandemic, we succeeded in preserving another Wirecard subsidiary in Asia as going concern and secured the sale of the shareholding in the best interest of the creditors,“ summarized the insolvency administrator Dr Michael Jaffé after the most recent successful sale.

If you have any questions, please do not hesitate to contact:

Media contact for the insolvency administrator:
Sebastian Brunner
Tel.: +49/175/5604673
Email: sebastian.brunner@brunner-communications.de

Wirecard subsidiaries in Australia, Hong Kong, Indonesia, Malaysia, Philippines and Thailand sold

16. April 2021

In the insolvency proceedings concerning the assets of Wirecard AG and Wirecard Sales International Holding GmbH additional companies of the group have been successfully sold off. Following an extensive international bidding process, agreements have been reached on the sale of several subsidiaries in the Asia-Pacific region.

Insolvency administrator Michael Jaffé secured a sale of the shares in Wirecard e-Money Philippines, Inc., Wirecard Payment Solutions Malaysia Sdn. Bhd., Wirecard (Thailand) Co., Ltd. and Wirecard Payment Solutions Hong Kong Limited to Nomu Pay Ltd, a company owned by British and Dutch Technology Investment Firm Finch Capital following a further investor process. The sales agreement signed this week also covers assets and licences associated with the data warehouse of Wirecard Asia Holding Pte. Ltd. and Wirecard Singapore Pte. Ltd. At least 110 jobs will be retained at the various sites in Asia as a result. The transaction is still partly subject to approval by local banking regulators. The creditors committee of Wirecard AG has already approved the transaction.

The companies sold provide financial institutions and regional merchants with a range of payment processing solutions. These also include the Merchant & Acquiring business and licences for accessing the major payment card networks. Wirecard Payment Solutions Hong Kong Limited provides acquiring services for merchants in the digital and mobility, consumer goods retail and tourism sectors. Wirecard e-Money Philippines, lnc. opens up both online channels (e-commerce) and offline channels (POS terminals) for payment processing to merchants. It also holds a licence for issuing electronic money (EMI).

Wirecard Payment Solutions Malaysia Sdn Bhd likewise provides services for online e-commerce and offline merchants services as well as loyalty and e-wallet solutions for one of the largest operators of customer loyalty programmes in Malaysia.

Apart from this, PT Wirecard Technologies Indonesia, which has around 360 staff at sites in Indonesia and Malaysia, was sold to the technology holding company of an Indonesian company group. PT Wirecard Technologies Indonesia is a leading provider of digital software products for banks in Indonesia, Malaysia and other Southeast Asian countries. The award-winning PrimeCash software for transaction banking allows banks to offer their corporate and private clients solutions for managing payment flows.

Prior to this, Wirecard Australia A&I Pty Ltd. was successfully sold to an Australian payment services provider. The transaction is still subject to customary closing conditions.

“The sale of these shareholdings marks another positive result for the creditors. Despite the difficult initial situation, following a challenging bidding process we succeeded in selling the companies for the best possible price and securing substantial flows to the debtors’ assets in Germany. We have found a solution which allows business segments worth retaining to be continued as going concerns and at the same time leads to a very good result for the creditors. This is particularly pleasing, as it was not to be expected when the insolvency proceedings began,” said insolvency administrator Michael Jaffé.

If you have any questions, please do not hesitate to contact:

Media contact for the insolvency administrator:
Sebastian Brunner
Tel.: +49/175/5604673
Email: sebastian.brunner@brunner-communications.de

Financial investor acquires Wirecard Turkey

30. March 2021

In the insolvency proceedings concerning the assets of Wirecard AG, the insolvency administrator Dr. Michael Jaffé and the financial investor Finch Capital, through a new Irish company Nomu Pay, reached a definitive agreement with respect to the sale of Wirecard Ödeme Ve Elektronik Para Hizmetleri (Wirecard Turkey), the (indirect) subsidiary of Wirecard AG in Turkey, to Nomu Pay. The creditors’ committee has already approved the transaction, but the sale is still subject to approval by local regulators.

Wirecard Turkey operates under the e-cash and payment license of the Turkish Central Bank and has a comprehensive payment license in its area. The company offers online payment solutions for different customers such as the Turkish mobile phone companies. In doing so, it serves the regional market autonomously, largely without any links with the Wirecard Group or its other subsidiaries.

“We are pleased to implement a solution for Wirecard Turkey. This success was not foreseeable at the beginning of the insolvency proceedings, as an adjustment of the business model was necessary to maintain operations in Turkey,” comments insolvency administrator Dr. Michael Jaffé.

Wirecard Turkey is the last European subsidiary that, after the sale of Wirecard’s core business, has been put on sale in an international M&A process. Apart from this, further investor processes are currently underway for some subsidiaries in Asia.

If you have any questions, please do not hesitate to contact:

Media contact for the insolvency administrator:
Sebastian Brunner
Tel.: +49/175/5604673
Email: sebastian.brunner@brunner-communications.de

Media contact for Finch Capital:

Rebecca Geller
Email: rebecca@gellerpr.com

Around 500 Employees switch to Getnet Platform

28. January 2021

Another important success has been achieved in the insolvency proceedings concerning the assets of Wirecard AG and Wirecard Technologies GmbH: Despite the challenging circumstances the sale of the Wirecard core assets to Banco Santander group was closed today. Around 500 employees will become part of Santander’s Getnet platform. Thereby, almost all of the remaining jobs at the Aschheim site near Munich are preserved.

Mid-November 2020, Banco Santander and insolvency administrator Dr. Michael Jaffé had signed a contract with respect to the sale of the European technology platform of the insolvent payment service provider and highly specialized technological assets.

Santander intends to accelerate the deployment of its merchant payments business, Getnet, in Europe and expand its merchant payments business at a pan-European level with the acquisition of Wirecard assets.

“With the successful sale to Santander we have achieved our goal of finding the best possible solution for employees and creditors,” says insolvency administrator Dr. jur. Michael Jaffé.

The insolvency administrator has already successfully sold several other parts of Wirecard group worldwide including Wirecard North America’s sale to Syncapay, Wirecard Brazil’s sale to PagSeguro and Wirecard Romania’s sale to SIBS.

        

Press contact for the insolvency administrator
Sebastian Brunner
Tel.: +49175/5604673
E-Mail: sebastian.brunner@brunner-communications.de

Banco Santander acquires technology assets and platform

16. November 2020

Employees can join Santander – Aschheim site remains

In the insolvency proceedings concerning the assets of Wirecard AG, Wirecard Technologies GmbH and other companies of the Wirecard Group, the assets of the European core business were successfully sold after an intense investor process. Banco Santander will acquire the technology platform of the payment service provider in Europe as well as all highly specialized technological assets. Most employees currently managing the acquired assets will become part of Santander’s global merchant services team. This also applies to the majority of employees of Wirecard Bank AG, which will enter into a solvent wind-down process after the transaction has been completed. The transaction is subject to antitrust approval and certain other conditions and expected to close by the end of the year. Until closing date, Wirecard and Santander will jointly work to ensure a smooth transition to this new phase of the Wirecard service.

“We have completed the investor process for Wirecard Core successfully despite the most unfavorable conditions. This is even more remarkable because the whole process has been overshadowed by ever-new scandal reports of past events and initially no liquidity was available to maintain business operations. It is particularly pleasing that this result offers employees a positive perspective. Thus, we have achieved our goal of finding the best possible solution for employees and creditors,” comments insolvency administrator Dr Michael Jaffé.

With the acquisition of Wirecard’s acquiring and issuing business Santander intends to reinforce and accelerate its position in the payment services and related merchant business in Europe. The employees currently managing the acquired assets in highly qualified teams will become part of Santander’s global merchant services team under the umbrella of the Getnet global franchise. The acquisition will accelerate Getnet’s expansion in Europe, enhancing capabilities in e-commerce and multinational merchant servicing as well as other payment services.

With the sale, less than three months after the opening of insolvency proceedings the main businesses of Wirecard have been successfully sold. Dr Jaffé has already achieved disposals of the subsidiaries in Brazil, Romania and North America for the benefit of the Wirecard creditors. Currently, investor processes are still underway for other subsidiaries in Asia, South Africa and Turkey. Results are expected within the next weeks.

Press contact for the insolvency administrator
Sebastian Brunner
Tel.: +49175/5604673
E-Mail: sebastian.brunner@brunner-communications.de

Important milestone reached in Wirecard AG insolvency proceedings

22. October 2020

Wirecard Acquiring & Issuing GmbH, a fully owned subsidiary of Wirecard AG, has sold Wirecard North America Inc. to Syncapay, Inc., a US holding company focused on high potential payment solutions. The consummation of the transaction is subject to regulatory approval. Wirecard North America is one of the market leaders in the US for the issuing of compensation, disbursement, consumer incentive and refund cards.

Wirecard North America is the second major acquisition of Syncapay after the acquisition of daVinci Payments in 2017. The acquisition is backed by the private investment management firm Centerbridge Partners L.P., which is making a majority equity investment in Syncapay, and existing Syncapay shareholders Bain Capital Ventures, Silversmith Capital Partners, MissionOG, and NYCA.

In August Wirecard Acquiring & Issuing had sold its Brazilian subsidiary to the NASDAQ Listed PagSeguro group. This transaction is expected to close by the end of the month.

“We are very happy with this solution for Wirecard North America. With this transaction we have achieved an important milestone in our sales efforts in the best interest of the creditors of Wirecard AG.”, said the insolvency administrator Dr Michael Jaffé.

Press contact for the insolvency administrator
Sebastian Brunner
Tel.: +49175/5604673
E-Mail: sebastian.brunner@brunner-communications.de

28. September 2020

A further success was achieved in the investor processes for the sale of the international Wirecard group entities held by Wirecard Sales International Holding GmbH (WDSI). The insolvency administrator appointed by the Munich Insolvency Court for WDSI and Wirecard AG, Rechtsanwalt Dr. Michael Jaffé of the law firm JAFFÉ Rechtsanwälte Insolvenzverwalter, sold all shares in Wirecard Romania SA to the leading European payment service provider SIBS.

Wirecard Romania has more than 25 years of experience in offering payment services and necessary technology solutions for all major banks in Romania, also serving banks in Moldavia. The subsidiary Romcard has a leading position within the Romanian payments market. The further subsidiary Supercard Solutions & Services has a leading market share in the merchant value add services market including loyalty systems and end to end marketing capabilities. The companies historically operated standalone from the parent group. They continue operations without disruption and with a strong operational standing.

The transaction was closed today. SIBS continues to run the operation without any interruption. SIBS is a full fledge payment service provider, with a leading position in Portugal and a significant footprint in high growth countries in Europe and Africa, and a broad spectrum of solutions from digital and e-commerce to ATM and POS network and card product and personalisation. Via this acquisition SIBS expands into the Romanian market, further expanding its scale and relevance in Eastern Europe.

“With the sale of Wirecard Romania we have accomplished another success in the process of selling the Wirecard entities in the best interest of the creditors. There is substantial interest for the other international subsidiaries. Especially, for the PT Prima Vista Solusi, PT Wirecard Technologies Indonesia (both Jakarta, Indonesia) and Wirecard (Vietnam) Company Limited are in advanced auction processes”, insolvency administrator Dr. jur. Michael Jaffé stated.

“These are companies that share SIBS DNA. SIBS is a leading payment player that enhances payment solutions, serving more than 300 million users across more than 10 markets. Running these operations, we will as a group continue to provide the most convenient, secure and innovative solutions to the Romanian market”, says SIBS Group CEO Ms. Madalena Tomé.

Press contact for the insolvency administrator
Sebastian Brunner
Tel.: +49175/5604673
E-Mail: sebastian.brunner@brunner-communications.de