Wella AG
Wella and Procter & Gamble enter into a domination and profit transfer agreement
Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
Wella and Procter & Gamble enter into a domination and profit transfer agreement
Darmstadt/Germany, April 26, 2004. Wella AG (FSE: WAD) and Procter & Gamble
Holding GmbH & Co Operations oHG (P&G), a wholly owned subsidiary of The Procter
& Gamble Company (NYSE: PG), announced today they have concluded a domination
and profit transfer agreement. The conclusion of the agreement was approved by
Wella AG’s Supervisory Board. The agreement is subject to approval by Wella AG’s
annual general meeting (AGM).
As required by German law, P&G will make a cash offer (Barabfindung) for all
outstanding shares to Wella AG minority shareholders. The offer reflects the
assessment of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC)
which assists Wella and P&G in determining the cash consideration and the annual
compensation payment (jährliche Ausgleichszahlung).
end of ad-hoc-announcement (c)DGAP 26.04.2004
Issuer’s information/explanatory remarks concerning this ad-hoc-announcement:
The cash offer will amount to EUR 72.86 per share for both ordinary and
preference shares based on the three month average preference share price
preceding this announcement. Due to the extremely limited free float in ordinary
shares and due to a lack of sufficient ordinary share trading volume during the
three months preceding this announcement, a three month ordinary share stock
price average has no relevance in determining the cash offer for ordinary
shares. According to PwC, the enterprise value per share is EUR 69.27 and
therefore clearly below the cash offer for outstanding shares. This enterprise
value per share was determined according to Standard 1 issued by the German
Institute of Auditors (Institut der Wirtschaftsprüfer in Deutschland e.V.; IDW S
1).
As an alternative to the cash offer, minority shareholders of Wella AG have the
option to receive a fixed annual compensation payment of EUR 3.81 per ordinary
share and EUR 3.83 per preference share from P&G based on the prospective
profits derived from the enterprise value according to IDW S 1.
The fairness of both the cash offer and the annual compensation payment to be
offered by P&G pursuant to Sections 304 and 305 AktG are under review of the
court appointed auditor, Ernst & Young AG Wirtschaftsprüfungsgesellschaft (E&Y).
The Wella Management Board will reschedule its AGM from May 13, 2004 to June 8,
2004 as a result of the agreement announced today. Due to the legally required
notice period and to avoid two subsequent general meetings, this action is
necessary in order to add a shareholder vote on the domination and profit
transfer agreement to the previously announced AGM agenda.
Investor Relations Corporate Communications
(for institutional investors, (for press)
analysts and interested retail investors)
Dr. Dietmar Scheja Birgit Klesper
Phone: +49 6151 34 3876 Phone: +49 6151 34 3440
E-mail: ir@wella.de E-mail: uk@wella.de
WKN: 776560; ISIN: DE0007765604; Index: MDAX
Listed: Amtlicher Markt in Berlin-Bremen und Frankfurt (Prime Standard);
Freiverkehr in Düsseldorf, Hamburg, München und Stuttgart
261648 Apr 04
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