elexis AG / SMS group

Acting Acting as an independent expert auditor appointed by the Regional Court of Dortmund (“Landgericht Dortmund”), Baker Tilly Roelfs was mandated to examine the adequacy of the cash compensation for the transfer of shares held by minority shareholders of elexis AG to SMS GmbH pursuant to the German Stock Corporation Act (“AktG”) (so-called squeeze-out under the German Stock Corporation Act).

On May 12, 2016, SMS GmbH informed the management board of elexis AG that it intended the transfer of the outstanding minority shares of elexis AG as majority shareholder in return for an adequate cash compensation.

At that time SMS GmbH held more than 95 % of the shares in elexis AG and thus was the principal shareholder as defined by the German Stock Corporation Act (Section 327a (1) page 1 AktG). The relevant resolution was approved at the general meeting of elexis AG on June 28, 2016.

Located in Wenden/Germany, elexis AG operates as the management holding of several engineering companies which operate cross-border in the sectors High Quality Automation and High Precision Automation. The company group is a technology leader in factory automation, drive technology and quality assurance. Its business model is based on technology leadership, market leadership, diversification as well as cost leadership. Sales of the elexis group are mainly generated either directly or indirectly from outside Germany.

SMS GmbH belongs to SMS group. SMS group consists of a group of global players in machinery and plant construction for steel and nonferrous metals processing. The group operates under the SMS Holding GmbH located in Düsseldorf/Germany. Siemag Weiss GmbH & Co. KG is the sole shareholder of the SMS Holding GmbH.

The team led by Michael Wahlscheidt in its role as auditor of the valuation of elexis AG confirmed the adequacy of the cash compensation.

Quick Facts

elexis AG

  • Factory automation, drive technology and quality assurance
  • Group sales: >200 million €
  • Employees: 1,050

SMS group

  • Management machinery and plant construction companies
  • Sales: >3,300 million €

Deal volume

  • 214 million € (equity value)

Services provided

  • Audit of the adequacy of the cash compensation


  • Michael Wahlscheidt
  • Jochen Reinke
  • Sabrina Tübben
  • Eugenia Gagin