Celanese Deutschland Holding GmbH
Celanese AG: Settlement with plaintiff shareholders
Ad hoc announcement transmitted by DGAP – a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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On March 6, 2006 Celanese AG, with the participation of Celanese Europe
Holding GmbH & Co. KG (“CEH”), which holds more than 95% of Celanese AG’s
registered share capital, reached a settlement with 11 plaintiff
shareholders. The plaintiffs had filed actions with the Regional Court
(Landgericht) of Frankfurt am Main for avoidance or nullity, respectively,
of (i) the resolution of the shareholders’ meeting of Celanese AG of July
30/31, 2004 to consent to the conclusion of the Domination and Profit and
Loss Transfer Agreement (Beherrschungs- und Gewinnabführungsvertrag) with
CEH, (ii) the resolution of the shareholders’ meeting of Celanese AG of May
19/20, 2005 to confirm such consent; and (iii) further resolutions passed
at the shareholders’ meetings of July 30/31, 2004 and May 19/20, 2005.
The settlement provides for CEH to offer at least EUR 51.00 per
no-par-value share of Celanese AG as cash consideration to each shareholder
who will cease to be a shareholder of the company in the context of the
intended squeeze-out. CEH further agrees to make early payment of the
guaranteed annual payment owed pursuant to Section 4 of the Domination and
Profit and Loss Transfer Agreement for the financial year 2005/2006, ending
on September 30, 2006. Such guaranteed annual payment will be made on the
first banking day following the ordinary shareholders’ meeting of Celanese
AG for the financial year 2004/2005, which will take place in May 2006. To
receive the early compensation payment, the respective minority shareholder
must deliver on his own behalf and on behalf of the legal successors to his
shares a declaration to the effect that (i) his claim for payment of
compensation for the financial year 2005/2006 pursuant to the Domination
and Profit and Loss Transfer Agreement is settled by such early payment,
and that (ii) in this respect, he indemnifies CEH against compensation
claims by any legal successors to his shares.
In view of the above stipulations, the plaintiffs party to the settlement
withdrew all actions filed by them in connection with the Domination and
Profit and Loss Transfer Agreement as well as other ancillary litigation
and recognize the validity of the Domination and Profit and Loss Transfer
Agreement.
Celanese AG
Frankfurter Straße 111
61476 Kronberg/Ts.
Germany
ISIN: DE0005753008
(c)DGAP 06.03.2006
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language: English
emitter: Celanese AG
Frankfurter Str. 111
61476 Kronberg im Taunus Deutschland
phone: +49 (0)69 305 16000
fax: +49 (0)69 305 16006
email: M.Kraft@celanese.com
WWW: www.celanese.com
ISIN: DE0005753008
WKN: 575300
indexes:
stockmarkets: Amtlicher Markt in Frankfurt (General Standard); Freiverkehr
in Berlin-Bremen, Düsseldorf, Hamburg, München, Stuttgart
End of News DGAP News-Service
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