Today, the management board (Vorstand) of HolidayCheck Group AG (ʺHCG AGʺ) and the management board (geschäftsführende Direktoren) and administrative board of Burda Digital SE (ʺBD SEʺ) agreed upon the conclusion of a domination agreement (Beherrschungsvertrag) pursuant to §§ 291 et seqq. German Stock Corporations' Act (Aktiengesetz - AktG) by and between BD SE as controlling enterprise and HCG AG as controlled enterprise.
The management board and the supervisory board (Aufsichtsrat) of HCG AG as well as the management board and the administrative board of BD SE passed the relevant resolutions also today. The management and supervisory board of HCG AG will submit the domination agreement for the consent of HCG AG's general assembly on 24th May 2023. The consent of HCG AG's general assembly is a prerequisite for the effectiveness of the domination agreement, as is the consent of BD SE's general assembly.
During the term of the domination agreement, the domination agreement provides for an annual compensation for the outstanding shareholders in the amount of EUR 0.21 gross per share of HCG AG (ʺHCG-Shareʺ), subject to applicable corporation tax as well as solidarity surcharge at the individual tax rates. Also, the outstanding shareholders of HCG AG will receive a purchase offer regarding the sale of their respective HCG-Shares for an appropriate cash compensation in the amount of EUR 3.21 per HCG-Share.
Annual compensation and cash compensation were calculated and determined in accordance with applicable legal requirements on the basis of an enterprise valuation of HCG AG.
HolidayCheck Group AG
The management board
