REGENSBURG, GERMANY and DARMSTADT, GERMANY--(Marketwire - September 27, 2010) -
Geneart AG / GENEART - Domination Agreement / Squeeze-out / Extraordinary
General Meeting processed and transmitted by Hugin AS. The issuer is solely
responsible for the content of this announcement.
Cash compensation for GENEART AG - shares fixed at EUR 14.60 per
share/
domination agreement between GENEART AG and Applied Biosystems Deutschland
GmbH
concluded, compensation fixed at EUR 14.60 per share, guaranteed gross
dividend
fixed at EUR 0.99 per share
Applied Biosystems Deutschland GmbH
has informed GENEART AG, that the cash compensation for the transfer of
shares
of the remaining shareholders (minority shareholders) of GENEART AG to
Applied
Biosystems Deutschland GmbH (squeeze out) has been fixed at EUR 14.60 per
share.
Therewith Applied Biosystems Deutschland GmbH specifies its request
made on
August 3, 2010 according to section 327a para. 1 German Stock
Corporation Act
(Aktiengesetz, AktG), to let the general meeting of the company resolve
on the
transfer of the remaining shares to the major shareholder in return
of an
adequate cash compensation (squeeze out). At the extraordinary general
meeting
of GENEART AG, planned to be held on November 12, 2010 in
Regensburg, the
respective resolution shall be adopted.
On September 27, 2010, GENEART AG and Applied Biosystems Deutschland
GmbH
concluded a domination agreement (sections 291 et seq. AktG) with GENEART
AG as
dominated company and Applied Biosystems Deutschland GmbH as dominating
company.
The compensation per share amounts to EUR 14.60 and the guaranteed
gross
dividend per share to EUR 0.99. The domination agreement still
requires the
consent of the general meeting. At the extraordinary general meeting of
GENEART
AG, planned to be held on November 12, 2010 in Regensburg, the
respective
resolution shall be adopted.
The expert's opinions of PricewaterhouseCoopers
Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft assess the company value of
GENEART AG to
roughly TEUR 59,561 for the determination of an appropriate compensation
for the
conclusion of the domination agreement and the planned transfer of the
remaining
shares of the minority shareholders. This leads to a value of roughly EUR
13.27
per share. During the reference period from May 3, 2010 to August 2,
2010, the
weighted average stock exchange price amounted to EUR 14.60.
Herewith the
appropriate compensation per share of GENEART AG in the context of the
transfer
of shares according to sections 327a et seq. AktG and in the context
of the
conclusion of the domination agreement according to section 305 AktG
amounts to
EUR 14.60.
For further inquiries, please contact:
Dr. Karoline Stürmer
GENEART AG
Josef-Engert-Str. 11
93053 Regensburg
Germany
Phone: (0)941-942 76-417
Fax: (0)941-942 76-711
ir@geneart.com
www.geneart.com
Frank Ostermair
Better Orange IR & HV AG
Haidelweg 48
81241 Munich
Germany
Phone: (0)89-8896906-10
Fax: (0)89-8896906-66
info@better-orange.de
www.better-orange.de
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#1447024]
--- End of Message ---
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/1447024/389852.pdf
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originality of the information contained therein.
Source: Geneart AG via Thomson Reuters ONE
