Augusta Technologie AG: Group merger / conversion law squeeze-out
Augusta Technologie AG / Key word (s): Letter of Intent
11.07.2014 15:05 Dissemination of an Ad
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Absicht TKH Technology Germany AG group merger of AUGUSTA Technologie AG to TKH Technology Germany AG and desire to carry out a related method for the exclusion of the minority shareholders of AUGUSTA Technologie AG (reorganizational squeeze-out)
The TKH Technology Germany AG, Nettetal, a subsidiary of TKH Group, Haaksbergen, Netherlands, has AUGUSTA Technologie AG, Munich (ISIN De000a0D6612), announced today that they approximately 90.55% of the share capital of AUGUSTA Technologie AG (under the deposition of the Company held treasury shares) is involved.
The TKH Technology Germany AG AUGUSTA Technologie AG also announced that it for the purpose of simplifying the corporate structure a merger of AUGUSTA Technologie AG as the transferring entity at the TKH Technology Germany AG seeks as the acquiring entity and proposed to enter into negotiations to conclude a merger agreement. The merger agreement shall after notification of the TKH Technology AG Germany stipulate that in connection with the merger, the other shareholders (minority shareholders) of AUGUSTA Technologie AG in accordance with § 62 para 5 Conversion Act (Transformation Act) in conjunction with § § 327a et seq is to take place (the Act). TKH Technology AG Germany
According to the same time has a desire to § 62 paragraph 5, sentence 1 in conjunction with Transformation Act Directed § 327a para 1 AktG to AUGUSTA Technologie AG, the general meeting of AUGUSTA Technologie AG within three months of the completion of the merger agreement to transfer the shares of the remaining shareholders (minority shareholders) of AUGUSTA Technologie AG to TKH Technology Germany AG as majority shareholder may resolve against an appropriate cash compensation.
The Board of AUGUSTA Technologie AG intends to engage with the technology TKH Germany AG in negotiations on the conclusion of the merger agreement, decided in the context of which one of the minority shareholders of AUGUSTA Technologie AG should be.
Munich, July 11, 2014
AUGUSTA Technologie AG Dr. Falco spring man Investor Relations & Corporate Communications Willy-Brandt-Platz 3, 81829 Munich Phone: +49 – (0) 89-43 57155-17 Fax: +49 – (0) 89-43 57155-57 E-mail: investor-relations @ augusta -ag.com
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Sprache: German Company: Augusta Technologie AG
Willy-Brandt-Platz 3 81829 Munich
Germany Phone: +49- (0) 89-4357155-17 Fax: +49- (0) 89 – 4357155-57 E-mail: falco.federmann @ augusta ag.com Internet: www.augusta-ag.com ISIN: De000a0D6612, DE0003705992 WKN: A0D661, 370 599 indices: CDAX, PRIMEALL exchanges: Regulated Market in Frankfurt (General Standard) ;
counter in Berlin, Dusseldorf, Munich, Stuttgart
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