Viva Media AG
VIVA Media AG: Domination Agreement / Squeeze Out
Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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Ad hoc: Domination Agreement / Squeeze Out
– Viacom and VIVA intend to enter in a domination agreement
– Viacom intends to request the transfer of the minority shareholders’ shares
(“Squeeze Out”)
Cologne, 12.10.2004. Viacom Holdings Germany LLC has today informed VIVA Media
AG that taking into account the shares for which its public tender offer was
so far accepted during the additional acceptance period pursuant to sec. 16
para. 2 Securities Acquisition and Takeover Act it holds probably more than
95 % of the share capital of VIVA Media AG and that it anticipates to submit
still this week a request pursuant to sec. 327 a Stock Corporation Act to have
the minority shareholders’ shares transferred to Viacom Holdings Germany LLC
(“Squeeze Out”). Viacom Holdings Germany LLC announced in the offer document
of the public tender offer that the results of the public tender offer will be
published at the latest October 15, 2004.
In addition, Viacom Holdings Germany LLC and VIVA Media AG intend to enter
into a domination agreement. The decision on the Squeeze Out and on the
approval of the domination agreement will be passed by an extraordinary
shareholders’ meeting of VIVA Media AG which is anticipated to be held still
this year. The Squeeze Out is effected against an adequate cash compensation
to be paid by Viacom Holdings Germany LLC; the domination agreement also has
to provide for an adequate cash compensation. Viacom Holdings Germany LLC and
VIVA Media AG anticipate that, subject to the review by the expert to be
appointed by the court, the cash compensation for the squeeze out and the
domination agreement will be fixed corresponding to the offer price at
EUR 12.65.
end of ad-hoc-announcement (c)DGAP 12.10.2004
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WKN: 617106; ISIN: DE0006171069; Index:
Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin-
Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart
121237 Okt 04
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