November 12, 2021: HumanOptics Holding AG, Erlangen ("HOH"), and HumanOptics AG, Erlangen ("HO"), have signed a merger agreement on May 25, 2021, which provides for the exclusion of the remaining shareholders of HO (minority shareholders) in connection with the merger. On July 6, 2021, the extraordinary general meeting of HO resolved to transfer the shares of the minority shareholders of HO to the majority shareholder HOH against an adequate cash compensation in the amount of EUR 8.71 pursuant to Sections 327a et seqq. of the German Stock Corporation Act (AktG) in conjunction with Section 62 para. 5 of the German Transformation Act (UmwG).
Today, the transfer resolution has been registered with the commercial register of HO at the local court of Fürth under HRB 7714 pursuant to Section 62 para. 5 sentence 7 UmwG with the remark that this resolution shall only become effective simultaneously with the registration of the merger in the commercial register of the acquiring company. The merger was also registered today with the commercial register of HOH at the local court of Fürth under HRB 18844. With the registration of the transfer resolution with the commercial register of HO and the registration of the merger with the commercial register of HOH, all shares held by the minority shareholders of HO were transferred to the ownership (Eigentum) of HOH by law. At the same time, the merger has become effective.
The listing of the shares of HO is expected to end shortly.
For the settlement of the cash compensation, please refer to the notification that HOH will soon publish in the German Federal Gazette (Bundesanzeiger).
HumanOptics Holding AG
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