23 December 2010

GENEART AG: Squeeze Out of Minority Shareholders and Domination Agreement with Applied Biosystems Deutschland GmbH Effective

Regensburg, December 22, 2010 - The extraordinary general meeting of GENEART AG, Regensburg, on November 12, 2010 resolved upon the transfer of the shares of GENEART AG's minority shareholders to the majority shareholder Applied Biosystems Deutschland GmbH, Darmstadt, in accordance with §§ 327a et seq. German Stock Companies Act (AktG) against payment of an adequate cash consideration.

The transfer of GENEART AG's minority shareholders' shares to Applied Biosystems Deutschland GmbH was registered with the Commercial Register of GENEART AG at the Local Court of Regensburg on December 21, 2010. As per this registration with the Commercial Register all shares of GENEART AG's minority shareholders transferred to Applied Biosystems Deutschland GmbH by operation of law. Pursuant to the transfer resolution the excluded minority shareholders of GENEART AG are entitled to receive a cash consideration of EUR 14.60 per share of GENEART AG. The payment of the cash consideration to the excluded minority shareholders has already been arranged for and will be accomplished soon. The excluded minority shareholders do not have to make any arrangements regarding the receipt of the cash consideration. The listing of the shares of GENEART AG at the Frankfurt Stock Exchange (Entry Standard) will likely end soon.

GENEART AG's extraordinary general meeting on November 12, 2010 also approved the conclusion of a domination agreement with Applied Biosystems Deutschland GmbH as dominating entity. The domination agreement was also registered with the Commercial Register of GENEART AG at the Local Court of Regensburg on December 21, 2010. Upon this registration also the domination agreement has become effective.

For further inquiries, please contact:
Frank Ostermair
Better Orange IR & HV AG
Haidelweg 48
81241 Munich
Germany
Phone: +49-(0)89-8896906-10
Fax: +49-(0)89-8896906-66
info@better-orange.de
www.better-orange.de

19 October 2010

Triumph-Adler AG squeeze-out procedure: squeeze-out resolution entered in commercial register

Nuremberg, October 13, 2010 - The resolution passed by the Extraordinary General Meeting of TA Triumph-Adler AG of April 20, 2010 concerning the transfer of the shares of minority shareholders in TA Triumph-Adler AG to the majority shareholder Kyocera Mita Corporation pursuant to § 327a ff. of the German Stock Corporation Act (AktG) was entered in the company's commercial register on October 13, 2010. With the entering of the transfer resolution in the commercial register, all minority shareholders' shares have transferred by act of law to Kyocera Mita Corporation in return for the granting of a cash settlement of EUR 1.90 per share.

As a consequence, the stock market listing of the company's shares will be discontinued prospectively within the near future. Stock market trading that continues to take place until that time comprises solely trading entailing minority shareholders' cash settlement claims.

Kyocera Mita Corporation will publish the modalities of the payment of the fixed cash settlement amount separately.

12 October 2010

burgbad Aktiengesellschaft: Squeeze-out entered in Commercial Register

Bad Fredeburg, 12.10.2010. The resolution adopted by the Annual General Meeting of burgbad AG on 11.05.2010 was today included in the company's entry in the Commercial Register. Upon entry of the said assignment resolution, all shares held by minority shareholders have by law been assigned to Eczacibasi Yapi Gerecleri San. Ve Tic. A.S. in return for cash compensation of EUR 19.67 per share.

The public listing of the shares in burgbad AG will be terminated in the near future.

The Management Board

30 September 2010

Goldbach Media AG requests Squeeze-out in ARBOmedia AG

Küsnacht, September 28, 2010. The board of Directors of Goldbach Media AG ("GBM") as the main shareholder of ARBOmedia AG ("ARBO") has adopted a resolution in favor of starting a squeeze-out procedure and will address a formal request to the ARBO management board.

GBM currently owns 97.6% of the share capital of ARBO, allowing this move according to German law. In order to effect the squeeze-out in ARBO, GBM intends to have a shareholder's resolution pursuant to § 327 a German Stock Corporation Act. In accordance with legal requirements, GBM will offer a fair cash compensation for each outstanding ARBO bearer share, based on an expert opinion. The fairness of such compensation will be reviewed by an expert to be selected and appointed by the comptent court of Munich.

ad-hoc disclosure

28 September 2010

Cash compensation for GENEART AG shares fixed at EUR 14.60 per share

Domination agreement between GENEART AG and Applied Biosystems Deutschland GmbH concluded, compensation fixed at EUR 14.60 per share, guaranteed gross dividend fixed at EUR 0.99 per share

Regensburg/Darmstadt, September 27, 2010 - Applied Biosystems Deutschland GmbH has informed GENEART AG, that the cash compensation for the transfer of shares of the remaining shareholders (minority shareholders) of GENEART AG to Applied Biosystems Deutschland GmbH (squeeze out) has been fixed at EUR 14.60 per share.

Therewith Applied Biosystems Deutschland GmbH specifies its request made on August 3, 2010 according to section 327a para. 1 German Stock Corporation Act (Aktiengesetz, AktG), to let the general meeting of the company resolve on the transfer of the remaining shares to the major shareholder in return of an adequate cash compensation (squeeze out). At the extraordinary general meeting of GENEART AG, planned to be held on November 12, 2010 in Regensburg, the respective resolution shall be adopted.

On September 27, 2010, GENEART AG and Applied Biosystems Deutschland GmbH concluded a domination agreement (sections 291 et seq. AktG) with GENEART AG as dominated company and Applied Biosystems Deutschland GmbH as dominating company.

The compensation per share amounts to EUR 14.60 and the guaranteed gross dividend per share to EUR 0.99. The domination agreement still requires the consent of the general meeting. At the extraordinary general meeting of GENEART AG, planned to be held on November 12, 2010 in Regensburg, the respective resolution shall be adopted.

The expert´s opinions of PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft assess the company value of GENEART AG to roughly TEUR 59,561 for the determination of an appropriate compensation for the conclusion of the domination agreement and the planned transfer of the remaining shares of the minority shareholders. This leads to a value of roughly EUR 13.27 per share. During the reference period from May 3, 2010 to August 2, 2010, the weighted average stock exchange price amounted to EUR 14.60. Herewith the appropriate compensation per share of GENEART AG in the context of the transfer of shares according to sections 327a et seq. AktG and in the context of the conclusion of the domination agreement according to section 305 AktG amounts to EUR 14.60.

For further inquiries, please contact:
Dr. Karoline Stürmer
GENEART AG
Josef-Engert-Str. 11, 93053 Regensburg, Germany
Phone: +49-(0)941-942 76-417
Fax: +49-(0)941-942 76-711
ir@geneart.com www.geneart.com

24 September 2010

Upcoming compensation procedures

Several (former) minority shareholders have instructed ARENDTS ANWÄLTE with their legal representation in compensation procedures (legal challenge of the cash compensation offered by the majority shareholder) with regard to following companies:

- Altana AG (squeeze-out registered)
- burgbad AG (squeeze-out pending)
- COMPUTERLINKS AG (squeeze-out registerd)
- Didier-Werke AG (squeeze-out registered)
- ERGO Versicherungsgruppe AG (squeeze-out registered)
- IDS Scheer AG (merger with Software AG)
- Kali-Chemie AG (squeeze-out registered)
- Steigenberger Hotels AG (squeeze-out pending)
- syskoplan AG (domination agreement/Beherrschungsvertrag)

28 August 2010

Klöckner-Werke AG's Annual General Meeting approves squeeze-out

Frankfurt am Main, August 25, 2010 - The shareholders of Klöckner-Werke AG have approved the transfer of the shares of minority shareholders to majority shareholder Salzgitter Mannesmann GmbH (squeeze-out) at the company's Annual General Meeting held today in Frankfurt am Main. The resolution provides for a cash settlement of EUR 14.33 per share to the remaining minority shareholders. The squeeze-out becomes effective with the entry of the resolution in the commercial register. Salzgitter Mannesmann GmbH, a Group company of Salzgitter AG, will then take over the remaining shares of Klöckner-Werke AG.

Salzgitter has had a majority holding in Klöckner-Werke AG since 2007. Roland Flach, Chairman of the Management Board of Klöckner-Werke AG, welcomes the forthcoming 100% participation of the parent company.

'This complete takeover is a very positive signal, especially for our customers and employees. It makes it clear that Salzgitter AG is standing firm in its commitment to Klöckner-Werke AG in the long term. Klöckner is included in Salzgitter's company concept and is not just a financial shareholding.'

Mr Flach also emphasised: 'The cash settlement to the remaining minority shareholders of EUR 14.33 is far above the enterprise value determined by experts, which amounts to EUR 8,61 according to the actual expertise.'

In his speech at the Annual General Meeting, Roland Flach also referred to an extremely difficult 2009, which ended with a consolidated loss of EUR 200 million before tax. He also gave an outlook for the beginning of the business recovery. Incoming orders increased by 48.7% in the first half of 2010 as compared to the weak prior-year figures. However, EBIT can only recovery slowly due to the price pressure on the market. After positive EBIT in the second quarter, EBIT came to EUR -9.8 million for the first half overall.

'We are experiencing a development for the better. However, the volatile markets require that we react flexibly to strong fluctuations. We have not yet reached the level of the strong pre-crisis years', commented Chairman of the Management Board Roland Flach on the business situation in the first half of 2010.

All agenda points approved

The Annual General Meeting also approved all other agenda points, which included Supervisory Board elections, creating new authorised capital and amending the Articles of Association in line with ARUG (Gesetz zur Umsetzung der Aktionärsrechterichtlinie - Act Implementing the Shareholder Rights Directive).

About Klöckner-Werke AG
(ISIN : DE0006780000/SCN: 678000, ISIN: DE000A0WMQY3/SCN : A0WMQY)

Klöckner-Werke AG is a Group holding company whose subsidiaries operate globally in mechanical engineering and plant construction. In the 2009 financial year, the Group employed a workforce of approximately 6,000 and achieved sales of EUR 754 million.

The main focus of our business operations is on KHS GmbH, Dortmund. For many years now, the company has been established as a world leader in the provision of filling and packaging systems for both the beverages industry and the food and non-food industry. Other Klöckner Group companies produce machines and plants for plastic processing and shoe manufacture.

Klöckner-Werke AG has been listed since 1953. Due to the squeeze-out of the minority shareholders, the admission of the shares of Klöckner-Werke AG to the Regulated Market of the Frankfurt Stock Exchange and to the exchanges of Berlin-Bremen, Düsseldorf, Hamburg, Stuttgart, Munich and Hanover will end after the squeeze-out resolution has been entered in the commercial register.


Information for editorial offices:
The speech by Chairman of the Management Board Roland Flach to the Annual
General Meeting can be found on the Internet at www.kloecknerwerke.de
(Investor Relations/Annual General Meeting).

Contact for further queries:
Klöckner-Werke AG
Maren Moisl
Media/Investor Relations
Phone: + 49 (0) 69 90026-165
Fax: + 49 (0) 69 90026-555
kommunikation@kloecknerwerke.de
www.kloecknerwerke.de

27 August 2010

Squeeze-out procedure of ALTANA AG: Squeeze-out resolution entered in the Commercial Register

Ad hoc announcement pursuant to section 15 of the German Securities Trading Act (WpHG):

The resolution adopted by the Annual General Meeting of ALTANA AG (security code number 760080, ISIN DE0007600801) on June 30, 2010, regarding the transfer of shares from ALTANA AG’s minority shareholders to the company’s majority shareholder SKion GmbH pursuant to sections 327a ff. of the German Stock Corporation Act (AktG) has been entered in the Commercial Register of the company on August 27, 2010. With the entry of the transfer resolution in the Commercial Register, all the shares held by the minority shareholders have been transferred to SKion GmbH by act of law in return for a cash compensation of €15.01 per share.

Consequently, the stock exchange listing of the ALTANA shares 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.

With the registration of the transfer resolution in the Commercial Register, the former shareholders of ALTANA who had accepted the voluntary public purchase offer of November 6, 2009, are entitled to payment of an improvement amount as stated in the offer documents.

All details concerning the payment of the fixed cash compensation as well as of the improvement amount will be published separately by SKion GmbH.

18 August 2010

Didier-Werke AG: Execution of squeeze-out expected in the short term

cash compensation raised to EUR 94.50 in a compromise settlement

The legal proceedings against a resolution adopted at the Annual General Meeting of Didier-Werke Aktiengesellschaft on 29 August 2008 regarding the transfer of the shares of the minority shareholders of the company to RHI AG, Vienna, Austria, as the main shareholder, in return for adequate cash compensation (so-called squeeze-out) were concluded today. All plaintiffs have withdrawn their action for rescission or annulment against the squeeze-out resolution. The proceedings were terminated within a court settlement, in which an increase in the cash compensation set out by the squeeze-out resolution by EUR 3.39, from EUR 91.11 to EUR 94.50 per non-par bearer share of the company was agreed at the same time.

The registration of the squeeze-out in the commercial register of Didier-Werke Aktiengesellschaft is expected in the short term. With the registration, the shares of the minority shareholders are transferred by law to RHI AG, which will then be the sole shareholder of Didier-Werke Aktiengesellschaft.

Following the squeeze-out, the stock market listing of the shares of Didier-Werke Aktiengesellschaft should also be terminated in the short term. Stock exchange dealings taking place after the squeeze-out are only trading in cash compensation claims of the minority shareholders.

30 July 2010

PC-WARE: Squeeze-out request by "PERUNI" Holding GmbH

"PERUNI" Holding GmbH, Vienna, Austria, today submitted to the Management Board of PC-Ware Information Technologies AG (ISIN DE0006910904, DE000A0YXL20, DE000A1EMBK0) a formal request pursuant to Section 327a (1) of the Stock Corporation Act (Aktiengesetz - AktG) for the General Meeting of Shareholders of PC-Ware Information Technologies AG, Leipzig, to pass a resolution whereby the interests held by other shareholders (minority interests) shall be transferred to "PERUNI" Holding GmbH as the principal shareholder in return for an appropriate cash settlement (so-called "squeeze-out"). "PERUNI" Holding GmbH owns - after deducting the treasury shares held by PC-Ware Information Technologies AG - shares that constitute more than 95% of the share capital of PC-Ware Information Technologies AG. Therefore, it is considered to be the principal shareholder under Section 327a (1) AktG.

The resolution for the transfer of shares is to be passed at the coming Annual General Meeting of Shareholders, which is scheduled to take place in November 2010.

Contact:

PC-Ware Information Technologies AG
Investor Relations
Blochstraße 1
D-04329 Leipzig
Phone: +49 (0)341 25 68-000
ir@pc-ware.de

07 July 2010

Upcoming compensation procedures

Several (former) minority shareholders have instructed ARENDTS ANWÄLTE with their legal representation in compensation procedures (legal challenge of the cash compensation offered by the majority shareholder) with regard to following companies:

- Bibliographisches Institut AG (squeeze-out registered)
- burgbad AG
- COMPUTERLINKS AG
- D+S europe AG (squeeze-out registered)
- ERGO Versicherungsgruppe AG (squeeze-out registered)
- HBW Abwicklungs AG i.L.
- IDS Scheer AG (merger with Software AG)
- Maihak AG (squeeze-out registered)
- REAL AG (squeeze-out registered)
- Winkler + Dünnebier AG (squeeze-out registered)

ERGO Versicherungsgruppe AG: Entry of squeeze-out resolution into Commercial Register

Düsseldorf, 6 July 2010

The resolution passed by the Annual General Meeting of ERGO Versicherungsgruppe AG (ERGO) on 12 May 2010 regarding the transfer of shares from the minority shareholders of ERGO Versicherungsgruppe AG to the Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in Munich(Munich Re) as the majority shareholder pursuant to Sections 327a et seq. of the German Stock Companies Act (AktG) was recorded in the Company´s
Commercial Register on 5 July 2010.

Now that the resolution on the transfer of shares has been recorded in the Commercial Register, all shares belonging to minority shareholders are transferred to Munich Re by act of law. Details on the payment of the specified cash settlement of 97.72 euros for each bearer share will be announced by Munich Re shortly; publication will be in the electronic Federal Gazette (Bundesanzeiger) and in the stock market reports.

The market listing of the ERGO shares is expected to be discontinued in the next few days. Any stock market trading which takes place until then will only be trading of the minority shareholders´ cash settlement claims. As the resolution for the transfer of shares has been recorded in the Commercial Register, ERGO shares still recorded in the portfolios of minority shareholders only guarantee the cash settlement claims stated.

Board of Management


Contact:
Dr. Alexander Becker
Tel. +49 211/477-1510

27 June 2010

D+S europe AG: Squeeze-out of minority shareholders implemented

Hamburg, June 25, 2010. The resolution taken at the Annual General Meeting of D+S europe AG of August 27, 2009 on transfer of shares held by the Company´s minority shareholders to Pyramus S.à r.l., based in Luxemburg, Grand Duchy Luxemburg, as principal shareholder (so-called squeeze-out) has been registered in the Commercial Register of the Company and taken effect today.

On registration of the squeeze-out, the shares of minority shareholders are transferred by act of law to Pyramus S.à r.l. which is now the Company´s sole shareholder. Details on payment of compensation in cash to the minority shareholders agreed in the squeeze-out resolution in the amount of EUR 9.87 per no-par share will soon be announced separately by Pyramus S.à r.l. The corresponding announcement will be released in the electronic federalgazette (elektronischer Bundesanzeiger) as well as in the Börsenzeitung.

The shares of D+S europe AG will probably cease to be listed in the next few days. Until then stock exchange trading will only concern handling the cash compensations of minority shareholders, because from the time of registration of the squeeze-out in the Commercial Register the shares of the Company still recorded in the custody accounts will only certify the mentioned compensations in cash.

The registration of the squeeze-out in the Commercial Register was preceded by actions for rescission and for nullification filed against the squeeze out resolution by several shareholders after last year´s Annual General Meeting. After the cases were dismissed in the first instance by judgment of the District Court of Hamburg on May 7, 2010 the claimants abandoned their actions in the course of a recently concluded settlement in court.

11 May 2010

Cash compensation for ALTANA shares fixed at Euro 15.01 per share

SKion GmbH has informed ALTANA AG that it has fixed the cash compensation for the transfer of shares of the remaining shareholders (minority shareholders) of ALTANA to SKion GmbH (Squeeze out) at EUR 15.01 per share. SKion GmbH thereby specifies its request of February 2, 2010 pursuant to section 327a (1) of the German Stock Corporation Act that the ALTANA shareholders' meeting resolves a transfer of the remaining shares to the major shareholder in return for an appropriate cash compensation (squeeze out). At the Annual General Meeting of ALTANA to be held on June 30, 2010 in Duisburg a resolution to this effect is to be passed.

Achim Struchholz, Head of Corporate Communications
ALTANA AG Abelstrasse 43 46483 Wesel Germany
Tel +49 281 670-2460 Fax +49 281 670-1114
Mobile +49 160 8140030
Achim.Struchholz@altana.com

22 March 2010

Klöckner-Werke AG: Request to squeeze out minority shareholders (Articles 327 a ff. German Stock Corporation Act)

Frankfurt/Main, March 10, 2010 - Salzgitter Mannesmann GmbH, Salzgitter, today informed the Management Board of the company that it directly holds 51,851,147 shares of the company and thus 95.776% of the share capital. Salzgitter Mannesmann GmbH addressed a request to the Management Board in line with Article 327a Paragraph 1 (1) of the German Stock Corporation Act to resolve the transfer of the shares of all other shareholders (minority shareholders) to Salzgitter Mannesmann GmbH against the grant of an appropriate cash consideration.

As of yesterday, the volume-weighted, domestic, average price of the companys share in XETRA trading of Deutsche Börse AG over the last three-month-period was EUR14.33. On the basis of a preliminary estimate, Salzgitter Mannesmann GmbH expects that this average stock price will be higher that the cash consideration per share calculated on the basis of the companys enterprise value. For this reason the cash consideration for the shareholders to be squeezed out is expected to be EUR 14.33 per share.

Klöckner-Werke AG will introduce all measures necessary to implement such a squeeze-out procedure. To save costs, the request for transfer should be resolved in the companys Annual General Meeting. For this reason, it is expected that the Annual General Meeting scheduled for July 9, 2010 will be put back to a date in August 2010. The exact date of the Annual General Meeting will be announced shortly.

The Management Board

Contact:
Klöckner-Werke AG
Andrea Spiekermann
Media/Investor Relations
Telefon: 49 (0)69 90026-510
Fax: 49 (0)69 90026-44-510
kommunikationkloecknerwerke.com

12 March 2010

ERGO Versicherungsgruppe AG: Squeeze-out cash settlement set at EUR 97,72 per share

Today, Munich-based Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft reconfirmed and specified its request originally made to the ERGO Versicherungsgruppe Aktiengesellschaft Board of Management on 25 November 2009 to offer remaining shareholders (minority shareholders) a cash settlement of EUR 97,72 for each individual bearer no-par share with a partial amount of the nominal capital of EUR 2,60 in return for transferring the remaining shareholders' shares (minority shareholders) of ERGO Versicherungsgruppe Aktiengesellschaft to Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in Munich as the principal shareholder pursuant to Sections 327a et seq. of the German Stock Companies Act (squeeze-out).

A resolution on the squeeze-out is to be taken during the Annual General Meeting of the ERGO Versicherungsgruppe Aktiengesellschaft on 12 May 2010, which has not been convened yet.

Düsseldorf, 02 March 2010

Board of Management

Contact:
Dr. Alexander Becker
Tel. +49 211/477-1510

TA Triumph-Adler AG / Squeeze-out: cash settlement set at EUR 1.90 per TA Triumph-Adler AG ordinary share

Nuremberg, March 5, 2010 - As the main shareholder, Kyocera Mita Corporation has announced to the Management Board of TA Triumph-Adler AG that it has set the cash settlement for the transfer of TA Triumph-Adler AG minority shareholders´ shares to Kyocera Mita Corporation as the principal shareholder at EUR 1.90 per ordinary share pursuant to §§ 327a ff. of the German Stock Corporation Act (AktG) (Squeeze-out). The intended cash settlement price of this squeeze-out procedure is based on a valuation produced by Wirtschaftsprüfungsgesellschaft Deloitte & Touche GmbH, Düsseldorf. The audit firm Ebner Stolz Mönning Bachem GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Stuttgart, which the District Court of Nuremberg selected and appointed as expert auditor pursuant to § 327c Paragraph 2 Clause 2 of the German Stock Corporation Act (AktG), is currently reviewing the appropriateness of the cash settlement.

The Management Board will now immediately convene an Extraordinary General Meeting for April 20, 2010 in Nuremberg. This meeting will pass a resolution concerning the transfer of the shares of the remaining shareholders (minority shareholders) to Kyocera Mita Corporation as the main shareholder (squeeze- out).

Bearer shares ISIN: DE0007495004, admitted to official trading (Prime Standard) on the Frankfurt stock exchange and on all German
regional exchanges

25 February 2010

Squeeze-out certificate

The squeeze-out certificate (Squeeze-out II Basket), issued by Sal. Oppenheim, contains shares of following German companies (as of 31 December 2009):

- Altana AG
- Anzag
- DAB BANK AG
- D+S Europe AG
- Dyckerhoff Vz
- Dt. Postbank AG
- Generali AG
- Klöckner Werke
- PUMA AG
- Volkswagen Vz

FOCUS Online: current compensation candidates

FOCUS Online listed shares of following ten German companies as candidates for compensation procedures:

- Altana
- Computerlinks
- Dyckerhoff
- Ergo
- Generali Deutschland
- Integralis
- Itelligence
- KLöckner-Werke
- Moksel
- Oldenburgische Landesbank