REGENSBURG, GERMANY--(Marketwire - November 15, 2010) -
Geneart AG /
Extraordinary General Meeting of GENEART on November 12, 2010
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* Resolution of the General Meeting regarding the transfer of the
minority
shareholders' shares to Applied Biosystems Deutschland GmbH against
payment
of a cash consideration of EUR 14.60
* Resolution of the General Meeting on the conclusion of a domination
agreement with Applied Biosystems Deutschland GmbH
Today GENEART AG's general meeting resolved upon
the transfer of the shares of GENEART AG's minority shareholders to the
majority
shareholder Applied Biosystems Deutschland GmbH in accordance with
§§ 327a et
seq. German Stock Companies Act (AktG) against payment of an adequate
cash
consideration of EUR 14.60 per share. The transfer of GENEART AG's
minority
shareholders' shares to Applied Biosystems Deutschland GmbH will only
become
effective upon the transfer resolution is entered into the commercial
register.
GENEART AG's general meeting also approved the conclusion of a
domination
agreement with Applied Biosystems Deutschland GmbH as dominating
entity. The
companies have signed the domination agreement on September 27, 2010.
Applied
Biosystems Deutschland GmbH's shareholder meeting had already
approved the
conclusion of the domination agreement on September 27, 2010. The
domination
agreement allows for a guaranteed annual profit share of EUR 0.99
gross per
GENEART share. Under the agreement, Applied Biosystems Deutschland GmbH is
also
obligated to acquire GENEART shares upon request from third-party
shareholders
against payment of a cash consideration of EUR 14.60 per share. The
domination
agreement will also only take effect upon entry into the commercial
register.
Legal Information:
This document may contain estimates, prognoses and opinions about company
plans
and objectives, products or services, future results, opinions about
these
results or opinions leading up to these results. All these projections
into the
future are subject to risk, uncertainty and unforeseeable change
outside the
control of the GENEART Group. Many factors may lead to actual results,
which
considerably deviate from the given projections for these results.
About GENEART AG:
In 2000 GENEART entered the Gene Synthesis market and has since
become the
global market leader. Today, the company is one of the leading
specialists in
the Synthetic Biology field. Experts at GENEART provide key technologies
for the
development and production of new therapeutics and vaccines. Customers also
take
advantage of GENEART services to customize enzyme attributes, such
as the
attributes of enzymes used as detergent additives, and to construct
bacteria,
which produce complex biopolymers or break down polymers, such as
synthetics,
petroleum components, etc. GENEART's service portfolio ranges from
the
optimization and production of synthetic genes according to DIN EN
ISO
9001:2008, to the generation of gene variants or complex gene libraries
and the
production of cell lines, to the development and production of DNA and
protein
based drug candidates. GENEART AG in Regensburg and its subsidiaries
GENEART
Inc. in Toronto (Canada) and GENEART Inc. in San Francisco (USA) employ
about
180 people. The company is listed on the German Stock Exchange since May
2006.
Since April 2010, U.S.-based Life Technologies Corporation, one of the
leading
biotechnology companies worldwide with 2009 revenues of USD 3.3B and
about
9,000 employees, is the majority shareholder of GENEART AG.
[HUG#1462222]
Geneart AG
Josef-Engert-Str.11 Regensburg Germany
Listed: Freiverkehr in Börse Stuttgart,
Freiverkehr in Börse Berlin,
Freiverkehr in Börse Düsseldorf,
Open Market (Freiverkehr) in Frankfurter Wertpapierbörse;
Press release (PDF):
http://hugin.info/136633/R/1462222/401420.pdf
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Source: Geneart AG via Thomson Reuters ONE
