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GENEART AG: Squeeze Out of Minority Shareholders and Domination Agreement with Applied Biosystems Deutschland GmbH Effective



12/22/2010 11:18:38 AM

REGENSBURG, GERMANY--(Marketwire - December 22, 2010) -


Geneart AG / GENEART AG: Squeeze Out of Minority Shareholders and Domination Agreement with Applied Biosystems Deutschland GmbH Effective Processed and transmitted by Thomson Reuters. The issuer is solely responsible for the content of this announcement.

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.

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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

This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: Geneart AG via Thomson Reuters ONE

[HUG#1475154]


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