Erlangen, 21 January 2021 – Today, the Management Board of HumanOptics AG (ISIN DE000A1MMCR6) has received the formal request of HumanOptics Holding AG, with its registered office in Frankfurt am Main, ("Holding") pursuant to section 62(1) and (5) sentence 1 of the German Transformation Act (Umwandlungsgesetz – UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz – AktG), to execute the procedure for the transfer of the shares of the minority shareholders of HumanOptics AG in exchange for an appropriate cash compensation in connection with a merger of HumanOptics AG into the Holding by absorption (so-called merger squeeze-out) and for this purpose to have the general meeting of HumanOptics AG pass a resolution on the transfer of the shares of the minority shareholders of HumanOptics AG within three months upon conclusion of the merger agreement. The Holding intends to simplify its shareholding structure with the group merger, in connection with which the minority shareholders of HumanOptics AG are to be excluded. The merger agreement shall contain a statement pursuant to section 62(5) sentence 2 German Transformation Act that a squeeze-out of the minority shareholders of HumanOptics AG as the transferring entity shall occur in the context of the merger. The Holding will communicate the amount of the appropriate cash compensation, which the Holding will pay to the minority shareholders of HumanOptics AG in return for the transfer of the shares, at a later date. The Holding will submit a written report to the general meeting of HumanOptics AG, which will set out the conditions for the transfer of the shares of the minority shareholders of HumanOptics AG and explain the appropriateness of the cash compensation.
The Holding holds, according to its own information, 3,249,870 shares in HumanOptics AG, corresponding to a stake of approximately 93.2 percent in the share capital of HumanOptics AG. The Holding is therefore the main shareholder within the meaning of section 62(1) and (5) sentence 1 German Transformation Act.
The effectiveness of the merger squeeze-out is still subject to the resolution by the General Meeting of HumanOptics AG and the registration of the transfer resolution and the merger in the commercial registers at the seats of HumanOptics AG resp. the Holding.
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