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
