REGENSBURG, GERMANY--(Marketwire - December 22, 2010) -
Geneart AG /
GENEART AG: Squeeze Out of Minority Shareholders and Domination Agreement
with
Applied Biosystems Deutschland GmbH Effective
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Regensburg, December 22, 2010 - The extraordinary general meeting of
GENEART AG,
Regensburg, on November 12, 2010 resolved upon the transfer of the shares
of
GENEART AG's minority shareholders to the majority shareholder Applied
Biosystems Deutschland GmbH, Darmstadt, in accordance with §§
327a et seq.
German Stock Companies Act (AktG) against payment of an adequate cash
consideration.
The transfer of GENEART AG's minority shareholders' shares to Applied
Biosystems
Deutschland GmbH was registered with the Commercial Register of GENEART AG
at
the Local Court of Regensburg on December 21, 2010. As per this
registration
with the Commercial Register all shares of GENEART AG's minority
shareholders
transferred to Applied Biosystems Deutschland GmbH by operation of law.
Pursuant
to the transfer resolution the excluded minority shareholders of GENEART AG
are
entitled to receive a cash consideration of EUR 14.60 per share of GENEART
AG.
The payment of the cash consideration to the excluded minority shareholders
has
already been arranged for and will be accomplished soon. The excluded
minority
shareholders do not have to make any arrangements regarding the receipt of
the
cash consideration. The listing of the shares of GENEART AG at the
Frankfurt
Stock Exchange (Entry Standard) will likely end soon.
GENEART AG's extraordinary general meeting on November 12, 2010 also
approved
the conclusion of a domination agreement with Applied Biosystems
Deutschland
GmbH as dominating entity. The domination agreement was also registered
with the
Commercial Register of GENEART AG at the Local Court of Regensburg on
December
21, 2010. Upon this registration also the domination agreement has become
effective.
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.
--- 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/1475154/411248.pdf
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Source: Geneart AG via Thomson Reuters ONE
[HUG#1475154]
