ad-hoc disclosure pursuant to section 15 of the WpHG
The majority shareholder of Versatel AG, Berlin, VictorianFibre Holding GmbH, a holding company owned by funds advised by Kohlberg Kravis Roberts & Co. L.P., informed the Management Board of Versatel AG today that VictorianFibre Holding GmbH will provide an amount of EURO 6.84 per registered no-par value share of Versatel AG as cash compensation for the transfer of the shares of the minority shareholders of Versatel AG to VictorianFibre Holding GmbH in accordance with the squeeze-out procedure under section 327a et. seq. German Stock Corporation Act (AktG)
A resolution regarding the transfer of the shares shall be adopted in an extraordinary general meeting of Versatel AG, scheduled for 9 February 2012.
Berlin, 14 December 2011
The Management Board
Further inquiry note:
Andrea Winzen
Investor Relations
Tel.: +49 (0) 211-52283124
E-Mail: andrea.winzen@versatel.de
09 November 2011
PROCON Multimedia Aktiengesellschaft: Cash compensation for merger related squeeze-out set at EUR 1.82 per share
Ad hoc announcement of 8 November 2011
Today the majority shareholder of PROCON Multimedia Aktiengesellschaft, Hamburg (the ´Company´), MHG Media Holdings AG, Düsseldorf (´MHG´), informed the board of directors of the Company that it has set the cash compensation for the transfer of the shares from the minority shareholders of the Company to MHG at EUR 1.82 per no-par value share in compliance with section 62 para 5 sentence 1 German Reorganisation Act (UmwG) in conjunction with §§ 327a ff. German Stock Corporation Act (AktG). The exclusion of the minority shareholders shall take place in connection with a merger of the Company onto MHG (merger related squeeze-out). This merger is based on a merger agreement entered into between the Company and MHG on November 3, 2011.
A resolution on the squeeze-out shall be passed in an extraordinary shareholders´ meeting of PROCON MultiMedia Aktiengesellschaft, which has to take place within three months after the notarization of the merger agreement. The extraordinary shareholders´ meeting will presumably take place on December 22, 2011.
Board of directors
Today the majority shareholder of PROCON Multimedia Aktiengesellschaft, Hamburg (the ´Company´), MHG Media Holdings AG, Düsseldorf (´MHG´), informed the board of directors of the Company that it has set the cash compensation for the transfer of the shares from the minority shareholders of the Company to MHG at EUR 1.82 per no-par value share in compliance with section 62 para 5 sentence 1 German Reorganisation Act (UmwG) in conjunction with §§ 327a ff. German Stock Corporation Act (AktG). The exclusion of the minority shareholders shall take place in connection with a merger of the Company onto MHG (merger related squeeze-out). This merger is based on a merger agreement entered into between the Company and MHG on November 3, 2011.
A resolution on the squeeze-out shall be passed in an extraordinary shareholders´ meeting of PROCON MultiMedia Aktiengesellschaft, which has to take place within three months after the notarization of the merger agreement. The extraordinary shareholders´ meeting will presumably take place on December 22, 2011.
Board of directors
07 November 2011
Leica Camera AG: Lisa Germany Holding GmbH requests squeeze-out resolution and intends conclusion of domination and profit transfer agreement
Ad hoc announcement according to § 15 WpHG
Lisa Germany Holding GmbH, Frankfurt, directly holds approx. 97.56 % (= 16,096,478 no-par value shares) of the share capital of Leica Camera AG.
In accordance with § 327a of the German Stock Corporation Act (Aktiengesetz), Lisa Germany Holding GmbH informed Leica Camera AG today that it requests that the company's general meeting shall resolve upon the shares of the minority shareholders being transferred to Lisa Germany Holding GmbH in exchange for an appropriate cash compensation.
Additionally, Lisa Germany Holding GmbH today informed Leica Camera AG that it intends to enter into negotiations with Leica Camera AG on the conclusion of a domination and profit transfer agreement with Leica Camera AG as the dependent company and Lisa Germany Holding GmbH as the dominating company.
Contact: Andreas Dippel / Phone direct +49 6442 - 208 403 / Fax direct +49 6442 - 208 455 / andreas.dippel@leica-camera.com
Lisa Germany Holding GmbH, Frankfurt, directly holds approx. 97.56 % (= 16,096,478 no-par value shares) of the share capital of Leica Camera AG.
In accordance with § 327a of the German Stock Corporation Act (Aktiengesetz), Lisa Germany Holding GmbH informed Leica Camera AG today that it requests that the company's general meeting shall resolve upon the shares of the minority shareholders being transferred to Lisa Germany Holding GmbH in exchange for an appropriate cash compensation.
Additionally, Lisa Germany Holding GmbH today informed Leica Camera AG that it intends to enter into negotiations with Leica Camera AG on the conclusion of a domination and profit transfer agreement with Leica Camera AG as the dependent company and Lisa Germany Holding GmbH as the dominating company.
Contact: Andreas Dippel / Phone direct +49 6442 - 208 403 / Fax direct +49 6442 - 208 455 / andreas.dippel@leica-camera.com
29 October 2011
Squeeze out resolution of REpower Systems SE entered in the commercial register
ad-hoc disclosure pursuant to section 15 of the WpHG
Hamburg, 27 October 2011. The resolution of the general meeting of REpower Systems SE of 21 September 2011 on the transfer of the shares of the minority shareholders of REpower Systems SE to AE-Rotor Holding B.V. as main shareholder pursuant to sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz) against a cash compensation of EUR 142.77 per ordinary bearer share without par value ("squeeze-out-resolution") was entered in the commercial register of the company on 27 October 2011. By the registration of the squeeze-out-resolution with the commercial register, all shares of the minority shareholders of REpower Systems SE have been transferred to AE-Rotor Holding B.V. as a matter of law.
The stock exchange listing of the shares of REpower Systems SE will presumably be terminated shortly. The stock exchange trading taking place until such termination is a trade with the cash compensation rights of the minority shareholders only.
The modalities of the payment of the fixed cash compensation will be announced by AE-Rotor Holding B.V. separately.
REpower Systems SE
The Executive Board
Hamburg, 27 October 2011. The resolution of the general meeting of REpower Systems SE of 21 September 2011 on the transfer of the shares of the minority shareholders of REpower Systems SE to AE-Rotor Holding B.V. as main shareholder pursuant to sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz) against a cash compensation of EUR 142.77 per ordinary bearer share without par value ("squeeze-out-resolution") was entered in the commercial register of the company on 27 October 2011. By the registration of the squeeze-out-resolution with the commercial register, all shares of the minority shareholders of REpower Systems SE have been transferred to AE-Rotor Holding B.V. as a matter of law.
The stock exchange listing of the shares of REpower Systems SE will presumably be terminated shortly. The stock exchange trading taking place until such termination is a trade with the cash compensation rights of the minority shareholders only.
The modalities of the payment of the fixed cash compensation will be announced by AE-Rotor Holding B.V. separately.
REpower Systems SE
The Executive Board
09 September 2011
Plan to merge PROCON MultiMedia Aktiengesellschaft onto MHG Media Holdings AG with subsequent Squeeze-out of the minority shareholders of PROCON MultiMedia Aktiengesellschaft in the course of the merger (reorganizational Squeeze-out)
Ad hoc announcement of 28 August 2011
MHG Media Holdings AG ('MHG') requested PROCON MultiMedia Aktiengesellschaft ('Company') today to enter into negotiations regarding the conclusion of a merger agreement between the Company as transferor and MHG as transferee. According to MHG's request such merger agreement shall indicate that in course of such merger an exclusion of the other shareholders of the Company besides MHG (minority shareholders) is envisaged pursuant to § 62 (5) first sen-tence German Reorganization Act UmwG) in conjunction with §§ 327a et seq. German Stock Corporation Act (AktG).
According to the German Reorganization Act as recently amended by the third Amendment to the German Reorganization Act such squeeze-out can be consummated in the course of an intra-group merger if the transferee is a German Stock Corporation and holds - as MHG does - more than 90% of the share capital of the transferor (majority shareholder) and the general meeting of the transferor passes within three months following the conclusion of the merger agreement a resolution according to which the shares of the minority shareholders of the Company shall be transferred to the majority shareholder in exchange for an appropriate cash compensation.
The Board of Directors intends to enter into negotiations with MHG regarding the conclusion of a merger agreement in the course of which an exclusion of the minority shareholders of the Company is envisaged.
The Board of Directors
MHG Media Holdings AG ('MHG') requested PROCON MultiMedia Aktiengesellschaft ('Company') today to enter into negotiations regarding the conclusion of a merger agreement between the Company as transferor and MHG as transferee. According to MHG's request such merger agreement shall indicate that in course of such merger an exclusion of the other shareholders of the Company besides MHG (minority shareholders) is envisaged pursuant to § 62 (5) first sen-tence German Reorganization Act UmwG) in conjunction with §§ 327a et seq. German Stock Corporation Act (AktG).
According to the German Reorganization Act as recently amended by the third Amendment to the German Reorganization Act such squeeze-out can be consummated in the course of an intra-group merger if the transferee is a German Stock Corporation and holds - as MHG does - more than 90% of the share capital of the transferor (majority shareholder) and the general meeting of the transferor passes within three months following the conclusion of the merger agreement a resolution according to which the shares of the minority shareholders of the Company shall be transferred to the majority shareholder in exchange for an appropriate cash compensation.
The Board of Directors intends to enter into negotiations with MHG regarding the conclusion of a merger agreement in the course of which an exclusion of the minority shareholders of the Company is envisaged.
The Board of Directors
03 August 2011
Deutsche Börse AG: Preliminary acceptance rate of the exchange offer of Alpha Beta Netherlands Holding N.V. to the shareholders of Deutsche Börse AG increases to over 95%
Ad hoc announcement according to § 15 WpHG
Frankfurt Main, August 3, 2011. On the basis of declarations of acceptance booked and/or submitted so far by custodian banks regarding the exchange offer of Alpha Beta Netherlands Holding N.V. to the shareholders of Deutsche Börse AG, which relates to the planned combination of Deutsche Börse AG and NYSE Euronext, the preliminary acceptance rate increased to over 95% within the additional offer acceptance period. The preliminary acceptance rate can rise depending on instructions that were submitted on time but have not yet been recorded or decline due to the cancelation of false entries (reversal).
An equity participation in the amount of over 95% enables a shareholder of a stock corporation to conduct a mandatory buy-out of the minority shareholders pursuant to the provisions of the German Stock Exchange Act (Aktiengesetz) or the German Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) (so called squeeze-out). The initiation of a mandatory buy-out procedure is subject to the decision by Alpha Beta Netherlands Holding N.V. Presently, no decision has been taken as to whether and when, if at all, Alpha Beta Netherlands Holding N.V. will make use of its legal authority to conduct such a mandatory buy-out.
If also the final acceptance rate exceeds 95%, shareholders of Deutsche Börse AG, who have not yet accepted the exchange offer made by Alpha Beta Netherlands Holding N.V., still may elect to do so at unchanged conditions and exchange their shares for shares in Alpha Beta Netherlands Holding N.V. even after expiry of the additional offer acceptance period on 1 August 2011. Pursuant to Section 39c German Takeover Act such election has to be made within a period of three months after the expiry of the additional offer acceptance period of the exchange offer and the compliance with the disclosure requirements pursuant to Section 23 para. 1 sentence 1 no. 4 and sentence 2 German Takeover Act, i.e. until November 4, 2011 (midnight, Central European Time).
The disclosure pursuant to Section 23 para. 1, sentence 1 no. 3 German Takeover Act with respect to the final number of Deutsche Börse shares, for which the exchange offer has been accepted within the offer acceptance period and the additional offer acceptance period, as well as pursuant to Section 23 para. 1, sentence 1 no. 4 German Takeover Act with respect to the reaching of the necessary participation to effect a squeeze out pursuant to Section 39a para. 1 and para. 2 German Takeover Act will be made as soon as the confirmed final results of the exchange offer are available.
Important notice:
Safe Harbour Statement
In connection with the proposed business combination transaction between NYSE Euronext and Deutsche Boerse AG, Alpha Beta Netherlands Holding N.V. (´Holding´), a newly formed holding company, filed, and the SEC declared effective on May 3, 2011, a Registration Statement on Form F-4 with the U.S. Securities and Exchange Commission (´SEC´) that includes (1) a proxy statement of NYSE Euronext that also constitutes a prospectus for Holding, which was used in connection with NYSE Euronext special meeting of stockholders held on July 7, 2011 and (2) an offering prospectus used in connection with Holding´s offer to acquire Deutsche Boerse AG shares held by U.S. holders. Holding has also filed an offer document with the German Federal Financial Supervisory Authority (Bundesanstalt fuer Finanzdienstleistungsaufsicht) (´BaFin´), which was approved by the BaFin for publication pursuant to the German Takeover Act (Wertpapiererwerbs-und Übernahmegesetz), and was published on May 4, 2011.
Investors and security holders are urged to read the definitive proxy statement/prospectus, the offering prospectus, the offer document, as amended, and published additional accompanying information in connection with the exchange offer regarding the proposed business combination transaction because they contain important information. You may obtain a free copy of the definitive proxy statement/prospectus, the offering prospectus and other related documents filed by NYSE Euronext and Holding with the SEC on the SEC´s website at www.sec.gov. The definitive proxy statement/prospectus and other documents relating thereto may also be obtained for free by accessing NYSE Euronext´s website at www.nyse.com. The offer document, as amended, and published additional accompanying information in connection with the exchange offer are available at Holding´s website at www.global-exchange-operator.com.
This document is neither an offer to purchase nor a solicitation of an offer to sell shares of Holding, Deutsche Boerse AG or NYSE Euronext. The final terms and further provisions regarding the public offer are disclosed in the offer document that has been approved by the BaFin and in documents that have been filed with the SEC. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and applicable European regulations. The exchange offer and the exchange offer document, as amended, shall not constitute an issuance, publication or public advertising of an offer pursuant to laws and regulations of jurisdictions other than those of Germany, United Kingdom of Great Britain and Northern Ireland and the United States of America.
The relevant final terms of the proposed business combination transaction will be disclosed in the information documents reviewed by the competent European market authorities.
Subject to certain exceptions, in particular with respect to qualified institutional investors (tekikaku kikan toshika) as defined in Article 2 para. 3 (i) of the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended), the exchange offer will not be made directly or indirectly in or into Japan, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce or any facility of a national securities exchange of Japan. Accordingly, copies of this announcement or any accompanying documents may not be, directly or indirectly, mailed or otherwise distributed, forwarded or transmitted in, into or from Japan.
The shares of Holding have not been, and will not be, registered under the applicable securities laws of Japan. Accordingly, subject to certain exceptions, in particular with respect to qualified institutional investors (tekikaku kikan toshika) as defined in Article 2 para. 3 (i) of the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended), the shares of Holding may not be offered or sold within Japan, or to or for the account or benefit of any person in Japan.
Forward-Looking Statements
This document includes forward-looking statements about NYSE Euronext, Deutsche Boerse AG, Holding, the enlarged group and other persons, which may include statements about the proposed business combination, the likelihood that such transaction could be consummated, the effects of any transaction on the businesses of NYSE Euronext or Deutsche Boerse AG, and other statements that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and actual results of operations, financial condition and
liquidity, and the development of the industries in which NYSE Euronext and Deutsche Boerse AG operate may differ materially from those made in or suggested by the forward-looking statements contained in this document. Any forward-looking statements speak only as at the date of this document. Except as required by applicable law, none of NYSE Euronext, Deutsche Boerse AG or Holding undertakes any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.
Frankfurt Main, August 3, 2011. On the basis of declarations of acceptance booked and/or submitted so far by custodian banks regarding the exchange offer of Alpha Beta Netherlands Holding N.V. to the shareholders of Deutsche Börse AG, which relates to the planned combination of Deutsche Börse AG and NYSE Euronext, the preliminary acceptance rate increased to over 95% within the additional offer acceptance period. The preliminary acceptance rate can rise depending on instructions that were submitted on time but have not yet been recorded or decline due to the cancelation of false entries (reversal).
An equity participation in the amount of over 95% enables a shareholder of a stock corporation to conduct a mandatory buy-out of the minority shareholders pursuant to the provisions of the German Stock Exchange Act (Aktiengesetz) or the German Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) (so called squeeze-out). The initiation of a mandatory buy-out procedure is subject to the decision by Alpha Beta Netherlands Holding N.V. Presently, no decision has been taken as to whether and when, if at all, Alpha Beta Netherlands Holding N.V. will make use of its legal authority to conduct such a mandatory buy-out.
If also the final acceptance rate exceeds 95%, shareholders of Deutsche Börse AG, who have not yet accepted the exchange offer made by Alpha Beta Netherlands Holding N.V., still may elect to do so at unchanged conditions and exchange their shares for shares in Alpha Beta Netherlands Holding N.V. even after expiry of the additional offer acceptance period on 1 August 2011. Pursuant to Section 39c German Takeover Act such election has to be made within a period of three months after the expiry of the additional offer acceptance period of the exchange offer and the compliance with the disclosure requirements pursuant to Section 23 para. 1 sentence 1 no. 4 and sentence 2 German Takeover Act, i.e. until November 4, 2011 (midnight, Central European Time).
The disclosure pursuant to Section 23 para. 1, sentence 1 no. 3 German Takeover Act with respect to the final number of Deutsche Börse shares, for which the exchange offer has been accepted within the offer acceptance period and the additional offer acceptance period, as well as pursuant to Section 23 para. 1, sentence 1 no. 4 German Takeover Act with respect to the reaching of the necessary participation to effect a squeeze out pursuant to Section 39a para. 1 and para. 2 German Takeover Act will be made as soon as the confirmed final results of the exchange offer are available.
Important notice:
Safe Harbour Statement
In connection with the proposed business combination transaction between NYSE Euronext and Deutsche Boerse AG, Alpha Beta Netherlands Holding N.V. (´Holding´), a newly formed holding company, filed, and the SEC declared effective on May 3, 2011, a Registration Statement on Form F-4 with the U.S. Securities and Exchange Commission (´SEC´) that includes (1) a proxy statement of NYSE Euronext that also constitutes a prospectus for Holding, which was used in connection with NYSE Euronext special meeting of stockholders held on July 7, 2011 and (2) an offering prospectus used in connection with Holding´s offer to acquire Deutsche Boerse AG shares held by U.S. holders. Holding has also filed an offer document with the German Federal Financial Supervisory Authority (Bundesanstalt fuer Finanzdienstleistungsaufsicht) (´BaFin´), which was approved by the BaFin for publication pursuant to the German Takeover Act (Wertpapiererwerbs-und Übernahmegesetz), and was published on May 4, 2011.
Investors and security holders are urged to read the definitive proxy statement/prospectus, the offering prospectus, the offer document, as amended, and published additional accompanying information in connection with the exchange offer regarding the proposed business combination transaction because they contain important information. You may obtain a free copy of the definitive proxy statement/prospectus, the offering prospectus and other related documents filed by NYSE Euronext and Holding with the SEC on the SEC´s website at www.sec.gov. The definitive proxy statement/prospectus and other documents relating thereto may also be obtained for free by accessing NYSE Euronext´s website at www.nyse.com. The offer document, as amended, and published additional accompanying information in connection with the exchange offer are available at Holding´s website at www.global-exchange-operator.com.
This document is neither an offer to purchase nor a solicitation of an offer to sell shares of Holding, Deutsche Boerse AG or NYSE Euronext. The final terms and further provisions regarding the public offer are disclosed in the offer document that has been approved by the BaFin and in documents that have been filed with the SEC. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and applicable European regulations. The exchange offer and the exchange offer document, as amended, shall not constitute an issuance, publication or public advertising of an offer pursuant to laws and regulations of jurisdictions other than those of Germany, United Kingdom of Great Britain and Northern Ireland and the United States of America.
The relevant final terms of the proposed business combination transaction will be disclosed in the information documents reviewed by the competent European market authorities.
Subject to certain exceptions, in particular with respect to qualified institutional investors (tekikaku kikan toshika) as defined in Article 2 para. 3 (i) of the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended), the exchange offer will not be made directly or indirectly in or into Japan, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce or any facility of a national securities exchange of Japan. Accordingly, copies of this announcement or any accompanying documents may not be, directly or indirectly, mailed or otherwise distributed, forwarded or transmitted in, into or from Japan.
The shares of Holding have not been, and will not be, registered under the applicable securities laws of Japan. Accordingly, subject to certain exceptions, in particular with respect to qualified institutional investors (tekikaku kikan toshika) as defined in Article 2 para. 3 (i) of the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended), the shares of Holding may not be offered or sold within Japan, or to or for the account or benefit of any person in Japan.
Forward-Looking Statements
This document includes forward-looking statements about NYSE Euronext, Deutsche Boerse AG, Holding, the enlarged group and other persons, which may include statements about the proposed business combination, the likelihood that such transaction could be consummated, the effects of any transaction on the businesses of NYSE Euronext or Deutsche Boerse AG, and other statements that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and actual results of operations, financial condition and
liquidity, and the development of the industries in which NYSE Euronext and Deutsche Boerse AG operate may differ materially from those made in or suggested by the forward-looking statements contained in this document. Any forward-looking statements speak only as at the date of this document. Except as required by applicable law, none of NYSE Euronext, Deutsche Boerse AG or Holding undertakes any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.
Versatel AG: Initiation of squeeze-out procedure
Ad-hoc-announcement pursuant to sec. 15 para. 1 sentence 1 WpHG
Today, VictorianFibre Holding GmbH, Düsseldorf, Germany, submitted to the Management Board of Versatel AG, Berlin, Germany (ISIN DE000A0M2ZK2/ WKN A0M2ZK), a formal request according to sec. 327a German Stock Corporation Act (Aktiengesetz-AktG) for a resolution to be passed at a General Meeting of the company´s shareholders to transfer shares held by the remaining shareholders (minority shareholders) to VictorianFibre Holding GmbH as majority shareholder in return for an adequate cash compensation (so-called squeeze-out). This measure is subject to approval of a General Meeting of Versatel AG. The relevant resolution is to be passed at a separate Extraordinary General Meeting which is expected to take place before the end of 2011.
VictorianFibre Holding GmbH holds more than 98 % of the issued share capital of Versatel AG and therefore is the majority shareholder of the company according to section 327a para. 1 sentence 1 AktG.
Berlin, 2nd of August 2011
The Management Board
Further inquiry note:
Steffen Vogel, Rechtsabteilung
Tel:: +49 (0)211 52283 556
E-Mail: steffen.vogel@versatel.de
Today, VictorianFibre Holding GmbH, Düsseldorf, Germany, submitted to the Management Board of Versatel AG, Berlin, Germany (ISIN DE000A0M2ZK2/ WKN A0M2ZK), a formal request according to sec. 327a German Stock Corporation Act (Aktiengesetz-AktG) for a resolution to be passed at a General Meeting of the company´s shareholders to transfer shares held by the remaining shareholders (minority shareholders) to VictorianFibre Holding GmbH as majority shareholder in return for an adequate cash compensation (so-called squeeze-out). This measure is subject to approval of a General Meeting of Versatel AG. The relevant resolution is to be passed at a separate Extraordinary General Meeting which is expected to take place before the end of 2011.
VictorianFibre Holding GmbH holds more than 98 % of the issued share capital of Versatel AG and therefore is the majority shareholder of the company according to section 327a para. 1 sentence 1 AktG.
Berlin, 2nd of August 2011
The Management Board
Further inquiry note:
Steffen Vogel, Rechtsabteilung
Tel:: +49 (0)211 52283 556
E-Mail: steffen.vogel@versatel.de
Goldbach Group AG: Completion of the squeeze-out procedure at ARBOmedia
Kusnacht, 2nd of August 2011. Goldbach Group AG, the leader in the German-speaking region and Eastern Europe in the marketing of private electronic, mobile and interactive media, and also in online marketing, today transferred all shares of the minority shareholder of ARBOmedia to its company Goldbach Ost GmbH against a cash settlement according to a decision made on 17 June 2011 by the General Meeting of ARBOmedia AG with the registration in the commercial register at the Munich Municipal Court and thereby completed the squeeze-out procedure. Goldbach Group acquired the majority of the shares of ARBOmedia, which are traded on the Frankfurt Securities Exchange, in October 2008 and thereby established the foundation of its Eastern European business. Goldbach Group also intends to delist ARBOmedia this year.
Further inquiry note:
Germaine Müller
Tel. +41 44 914 91 00
Mobile: +41 79 688 24 74
Fax: +41 44 914 93 60
paul.riesen@goldbachmedia.com
Further inquiry note:
Germaine Müller
Tel. +41 44 914 91 00
Mobile: +41 79 688 24 74
Fax: +41 44 914 93 60
paul.riesen@goldbachmedia.com
21 July 2011
REpower Systems SE: Cash compensation for squeeze out set at 142.77 EUR per share
Hamburg, July 21, 2011. Today, the majority shareholder of REpower Systems SE (ISIN DE0006177033, WKN 617703), AE-Rotor Holding B.V., Amsterdam (Netherlands), a subsidiary of Suzlon Energy Ltd., Pune (India), informed the Executive Board of REpower Systems SE that it has set the cash compensation for the transfer of the shares from the minority shareholders of REpower Systems SE to AE-Rotor Holding B.V. at 142.77 EUR per no-par value share in compliance with § 327a German Stock Corporation Act (Aktiengesetz) (squeeze out). A resolution on the squeeze out shall be passed in the annual general meeting of REpower Systems SE. The annual general meeting will not take place on August 30, 2011 as previously announced but has been postponed to September 21, 2011 due to conflicting schedules.
Further inquiry note:
Thomas Schnorrenberg
Tel.: +49(0)40 5555090-3051
E-Mail: t.schnorrenberg@repower.de
Further inquiry note:
Thomas Schnorrenberg
Tel.: +49(0)40 5555090-3051
E-Mail: t.schnorrenberg@repower.de
08 July 2011
INTERHYP AG: Ad-hoc Notification on the Commercial Register Entry of the Squeeze-out Resolution
Munich, July 7, 2011 -
The resolution of the annual general meeting of Interhyp AG of May 24, 2011 to transfer the ordinary registered shares of the other shareholders (the minority shareholders) of Interhyp AG to the main shareholder, ING Direct N.V., Amsterdam, Netherlands, registered in the trade register of the chamber of commerce Amsterdam (Kamer van Koophandel) under number 34137638, in accordance with the proceeding on the exclusion of minority shareholders(Sections 327a et seq. of the German Stock Corporation Act) against a cash compensation in the amount of EUR 68.13 for each ordinary registered share, was today entered in the commercial register of the company.
The squeeze-out is therefore effective, and all shares of the minority shareholders have been transferred to ING Direct N.V. as a matter of law.
The stock exchange listing of Interhyp AG will be terminated shortly.
Interhyp AG
The Management Board
Additional information:
ISIN: DE 0005121701, German securities identification number (WKN): 512 170
Admission: Regulated market (Prime Standard), Frankfurt Stock Exchange
Registered office: Munich, Germany
The resolution of the annual general meeting of Interhyp AG of May 24, 2011 to transfer the ordinary registered shares of the other shareholders (the minority shareholders) of Interhyp AG to the main shareholder, ING Direct N.V., Amsterdam, Netherlands, registered in the trade register of the chamber of commerce Amsterdam (Kamer van Koophandel) under number 34137638, in accordance with the proceeding on the exclusion of minority shareholders(Sections 327a et seq. of the German Stock Corporation Act) against a cash compensation in the amount of EUR 68.13 for each ordinary registered share, was today entered in the commercial register of the company.
The squeeze-out is therefore effective, and all shares of the minority shareholders have been transferred to ING Direct N.V. as a matter of law.
The stock exchange listing of Interhyp AG will be terminated shortly.
Interhyp AG
The Management Board
Additional information:
ISIN: DE 0005121701, German securities identification number (WKN): 512 170
Admission: Regulated market (Prime Standard), Frankfurt Stock Exchange
Registered office: Munich, Germany
24 June 2011
Clariant initiates squeeze-out process for Süd-Chemie
Muttenz, 24 June 2011 - Clariant, a world leader in specialty chemicals,
announced today that it has initiated the squeeze-out procedure to acquire all of the remaining shares of Süd-Chemie AG from minority shareholders according to the German Public Company Act ("Aktiengesetz" § 327a).
After expiry of the mandatory public offer on June 14, Clariant now owns
11 679 449 shares of Süd-Chemie AG, corresponding to 98.64% of the share capital.
announced today that it has initiated the squeeze-out procedure to acquire all of the remaining shares of Süd-Chemie AG from minority shareholders according to the German Public Company Act ("Aktiengesetz" § 327a).
After expiry of the mandatory public offer on June 14, Clariant now owns
11 679 449 shares of Süd-Chemie AG, corresponding to 98.64% of the share capital.
04 April 2011
REpower Systems AG: AE-Rotor Holding B.V. requests squeeze out of minority shareholders
Hamburg, April 4, 2011. Today, AE-Rotor Holding B.V. informed REpower Systems AG that it is holding shares amounting to more than 95% of the registered share capital of REpower Systems AG. At the same time, AE-Rotor Holding B.V. requested that the general meeting of REpower Systems AG shall pass a resolution on the transfer of the shares held by the remaining shareholders (minority shareholders) to AE-Rotor Holding B.V. in return for an appropriate cash compensation in compliance with § 327a para. 1 German Corporate Law (Aktiengesetz). According to the request, such resolution shall be passed in the next general meeting of REpower Systems AG.
Further inquiry note:
Thomas Schnorrenberg
Tel.: +49(0)40 5555090-3051
E-Mail: t.schnorrenberg@repower.de
Branche: Alternative energy
ISIN: DE0006177033
WKN: 617703
Index: CDAX, Prime All Share, Technology All Share
Börsen: Berlin / Open Market
Hamburg / Open Market
Stuttgart / Open Market
Düsseldorf / Open Market
München / Open Market
Frankfurt / regulated dealing/prime standard
Further inquiry note:
Thomas Schnorrenberg
Tel.: +49(0)40 5555090-3051
E-Mail: t.schnorrenberg@repower.de
Branche: Alternative energy
ISIN: DE0006177033
WKN: 617703
Index: CDAX, Prime All Share, Technology All Share
Börsen: Berlin / Open Market
Hamburg / Open Market
Stuttgart / Open Market
Düsseldorf / Open Market
München / Open Market
Frankfurt / regulated dealing/prime standard
28 March 2011
Interhyp AG: Cash compensation for squeeze-out determined to be EUR 68.13 per Interhyp-share
Munich, 24 March 2011 - ING Direct N.V., Hoofddorp/Amsterdam, Netherlands, has today informed the management board of Interhyp AG, that the cash compensation for the transfer of the Interhyp AG minority shareholders' shares to ING Direct N.V. as the majority shareholder ('squeeze-out') shall be EUR 68.13 per share. It thereby affirms and specifies its request pursuant to Section 327a para. 1 of the German Stock Corporation Act of 25 November 2010 for a corresponding resolution by the general shareholders' meeting.
The transfer resolution will be on the agenda of the next annual general shareholders' meeting of Interhyp AG, which is scheduled to be held on 24 May 2011.
Interhyp AG
The Management Board
Additional information:
ISIN: DE 0005121701; DE000A1H32L3 Security identification number (WKN): 512 170; A1H32L Listing: official market (Prime Standard) of the Frankfurt Stock Exchange Registered head office of the company: Munich, Germany
The transfer resolution will be on the agenda of the next annual general shareholders' meeting of Interhyp AG, which is scheduled to be held on 24 May 2011.
Interhyp AG
The Management Board
Additional information:
ISIN: DE 0005121701; DE000A1H32L3 Security identification number (WKN): 512 170; A1H32L Listing: official market (Prime Standard) of the Frankfurt Stock Exchange Registered head office of the company: Munich, Germany
02 February 2011
A. Moksel AG: VION N.V. requests squeeze out of minority shareholders
Ad hoc announcement of 1 February 2011
Today, VION N.V. informed A. Moksel AG that it is currently holding shares directly or indirectly amounting to more than 95% of the registered share capital. At the same time, VION N.V. requested that the general meeting of A. Moksel AG shall pass a resolution on the transfer of the shares held by the remaining shareholders (minority shareholders) to VION N.V. in return for an appropriate cash compensation (so-called squeeze-out). According to the request, such resolution shall be passed in the annual general meeting of A. Moksel AG in the summer of 2011.
Today, VION N.V. informed A. Moksel AG that it is currently holding shares directly or indirectly amounting to more than 95% of the registered share capital. At the same time, VION N.V. requested that the general meeting of A. Moksel AG shall pass a resolution on the transfer of the shares held by the remaining shareholders (minority shareholders) to VION N.V. in return for an appropriate cash compensation (so-called squeeze-out). According to the request, such resolution shall be passed in the annual general meeting of A. Moksel AG in the summer of 2011.
14 January 2011
PC-WARE Information Technologies AG: Entry of Squeeze Out Resolution in the Commercial Register
Ad-hoc announcement according to Section 15 German Securities Trading Act (WpHG)
The general meeting of PC-Ware Information Technologies AG (ISIN: DE 0006910904, DE 000A0XYL20 and DE 000A1EMBK0) resolved on November 25, 2010 inter alia the transfer of the shares held by minority shareholders of PC-Ware Information Technologies AG to the main shareholder "PERUNI" Holding GmbH, Vienna, Austria, in return for an adequate cash compensation pursuant to Sections 327a ff. of the German Stock Corporation Act (AktG).
The transfer resolution was entered in the Commercial Register of PC-Ware Information Technologies AG with the Local Court of Leipzig (HRB 15064) today.
With the entry of the transfer resolution in the Commercial Register all shares held by the minority shareholders have been transferred to "PERUNI" Holding GmbH by an act of law in return for cash compensation in the amount of EUR 23.31 per share.
The stock exchange listing of shares of PC-Ware Information Technologies AG is expected to be discontinued soon. Any stock market trading, which takes place until then, will only be trading of the minority shareholders' entitlements to cash compensation.
All details concerning the payment of the fixed cash compensation will be published separately by "PERUNI" Holding GmbH.
Leipzig, January 12, 2011
PC-Ware Information Technologies AG
The Management Board
The general meeting of PC-Ware Information Technologies AG (ISIN: DE 0006910904, DE 000A0XYL20 and DE 000A1EMBK0) resolved on November 25, 2010 inter alia the transfer of the shares held by minority shareholders of PC-Ware Information Technologies AG to the main shareholder "PERUNI" Holding GmbH, Vienna, Austria, in return for an adequate cash compensation pursuant to Sections 327a ff. of the German Stock Corporation Act (AktG).
The transfer resolution was entered in the Commercial Register of PC-Ware Information Technologies AG with the Local Court of Leipzig (HRB 15064) today.
With the entry of the transfer resolution in the Commercial Register all shares held by the minority shareholders have been transferred to "PERUNI" Holding GmbH by an act of law in return for cash compensation in the amount of EUR 23.31 per share.
The stock exchange listing of shares of PC-Ware Information Technologies AG is expected to be discontinued soon. Any stock market trading, which takes place until then, will only be trading of the minority shareholders' entitlements to cash compensation.
All details concerning the payment of the fixed cash compensation will be published separately by "PERUNI" Holding GmbH.
Leipzig, January 12, 2011
PC-Ware Information Technologies AG
The Management Board
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