Menold Bezler advises Carl Mahr Holding on the squeeze-out of NanoFocus AG

Menold Bezler advised Carl Mahr Holding GmbH, headquartered in Göttingen, as the principal shareholder of NanoFocus AG, based in Oberhausen, on the successful squeeze-out of the minority shareholders of NanoFocus AG.

The squeeze-out of the minority shareholders, resolved by the extraordinary general meeting of NanoFocus AG—listed on the open market since 2005—on 12 November 2025, was entered in the commercial register on 22 December 2025. As a result, all shares held by minority shareholders were transferred to Carl Mahr Holding GmbH against payment of the cash compensation. Trading in NanoFocus AG shares on the Munich and Berlin stock exchanges was discontinued with effect from 22 December 2025.

NanoFocus is a technology leader in the field of optical 3D surface metrology. Since its foundation in 1994, the company has been developing, manufacturing and marketing highly precise, non-contact measurement systems for the three-dimensional characterisation of technical surfaces in the micro- and nanometre range.

The Mahr Group is a global market leader in precision length measurement (PLM) and a major manufacturer of form and surface measuring instruments. The intensified future collaboration of NanoFocus within the Mahr Group is expected to open up new opportunities for innovation and growth, which are to be leveraged jointly to successfully shape the future of the companies.

Menold Bezler comprehensively advised Carl Mahr on the squeeze-out with a team led by partner Dr Guido Quass. The completion of the proceedings also marks the conclusion of a long-term, complex overall project for which Menold Bezler has been legally responsible since the beginning of 2024, working closely with Carl Mahr CFO Robert Mikula.

Background

The squeeze-out was preceded by the systematic increase of the Mahr Group’s shareholding in NanoFocus AG from initially around 59.2% to approximately 96.9% of the shares. This increase in shareholding was closely linked to a financial restructuring of NanoFocus AG. Carl Mahr Holding GmbH acquired shares in NanoFocus AG as part of a public acquisition offer made to shareholders in March and April 2024, as well as through off-market transactions and stock exchange purchases.

Following the public acquisition offer, Carl Mahr Holding GmbH subscribed to new shares in August 2024 as part of a cash capital increase with subscription rights for shareholders, which followed a capital reduction resolved by the general meeting in April 2024. In doing so, Mahr exercised its subscription rights and additionally acquired shares that were not subscribed for by other shareholders.

A further key step was a combined contribution-in-kind and cash capital increase with subscription rights for shareholders, resolved by the general meeting at the end of August 2024 and completed in February 2025. In this context, Carl Mahr Holding GmbH subscribed for additional new shares both by contributing loan receivables by way of a debt-equity swap and—once again by exercising its subscription rights and acquiring unsubscribed shares—by making cash contributions.

The squeeze-out was initiated at the end of May 2025 by the principal shareholder’s request for transfer. This was followed by the preparation of a company valuation by RSM Ebner Stolz under the lead of auditor and tax adviser Florian Leis, and the review of the adequacy of the cash compensation by the court-appointed auditor Baker Tilly under the direction of auditor and tax adviser Jochen Reinke. Following the specification of the transfer request at the end of September 2025, the extraordinary general meeting was convened and resolved on the squeeze-out of the minority shareholders in mid-November 2025.