Extraordinary General Meeting of GENEART AG on November 12, 2010
Published: Nov 15, 2010
REGENSBURG, GERMANY--(Marketwire - November 15, 2010) -
Geneart AG / Extraordinary General Meeting of GENEART on November 12, 2010 Processed and transmitted by Thomson Reuters. The issuer is solely responsible for the content of this announcement.
* 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.
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.
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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