GENEART AG - Domination Agreement / Squeeze-out / Extraordinary General Meeting
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.
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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;
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