AVA Allgemeine Handelsgesellschaft der Verbraucher AG
AVA AG: Squeeze out announcement
Ad hoc announcement §15 WpHG
squeeze out
AVA AG: Squeeze out announcement
Ad hoc announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
——————————————————————————
The main shareholder of AVA Allgemeine Handelsgesellschaft der Verbraucher AG
(AVA AG), Fuggerstrasse 11, 33689 Bielefeld, Germany, namely EDEKA ZENTRALE AG
& Co. KG (EDEKA) expressed its intention to acquire the shares of the
external shareholders of AVA AG by means of a squeeze-out procedure (sections
327a et seq. German Stock Corporation Law).
On 22 February 2005 EDEKA informed the Board of Executive Directors of AVA AG
that it is currently holding 95.025 percent of the shares of AVA AG directly.
The remaining 4.975 percent of the total share capital are free-float shares.
Pursuant to section 327a, clause 1 German Stock Corporation Law, EDEKA
informed the Board of Executive Directors of AVA AG of its wish that the
General Meeting of AVA AG should decide in favour of a resolution by means of
which the shares of the remaining shareholders are transferred to EDEKA
against adequate cash compensation.
In addition, EDEKA informed the Board of Executive Directors that it intents
to pay a cash compensation in the amount of EUR 44.97 per individual share
certificate to the external shareholders of AVA AG. This corresponds to the
weighted average market price of the previous three months which – pursuant to
section 5, clause 1 Ordinance Relating to Fees Payable under the Securities
Acquisition and Takeover Act – has been published by the Federal Financial
Supervisory Authority for the individual share certificates of AVA AG as per
11 February 2005 (status: 19 February 2005) for the last time.
In case the corporate evaluation of AVA AG, or the weighted average market
price of the previous three months which – pursuant to section 5, clause 1
Ordinance Relating to Fees Payable under the Securities Acquisition and
Takeover Act – has been published by the Federal Financial Supervisory
Authority for the individual share certificates of AVA AG as per 22 February
2005, reveals a higher value per individual share certificate, EDEKA will pay
correspondingly higher cash compensation.
AVA Allgemeine Handelsgesellschaft der Verbraucher AG
Fuggerstraße 11
33689 Bielefeld
Deutschland
ISIN: DE0005088504 (SDAX)
WKN: 508 850
Listed: Amtlicher Markt in Düsseldorf und Frankfurt (Prime Standard);
Geregelter Markt in Berlin-Bremen; Freiverkehr in Hamburg, Hannover, München
und Stuttgart
End of ad hoc announcement (c)DGAP 23.02.2005
230755 Feb 05
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