BERU AG
BERU AG: Conclusion of a domination and profit transfer agreement and dividend proposal for the financial year 2007
BERU AG / Miscellaneous/Dividend Release of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. ---------------------------------------------------------------------- Ludwigsburg, March 17, 2008 - Conclusion of a domination and profit transfer agreement with BorgWarner Germany GmbH BERU Aktiengesellschaft today entered into a domination and profit transfer agreement with BorgWarner Germany GmbH, in which the latter is the controlling entity. Under this agreement BorgWarner Germany GmbH will offer to buy the shares currently held by external BERU shareholders in return for a cash payment of EUR 71.32 per individual share pursuant to § 305 of the Stock Corporation Act (Aktiengesetz). In the agreement BorgWarner Germany GmbH guarantees those shareholders who wish to retain an interest in BERU Aktiengesellschaft a compensatory payment of EUR 4.73 gross (net currently EUR 4.23) per individual share for each complete financial year pursuant to § 304 of the Stock Corporation Act. These figures correspond to those determined by PricewaterhouseCoopers (PwC) as reasonable compensation and payment in the valuation report jointly commissioned by BERU Aktiengesellschaft and BorgWarner Germany GmbH. The compensatory payment was based on the corporate value of BERU Aktiengesellschaft as determined by PwC of EUR thousand 618,429. The cash payment is the equivalent of the volume-weighted average BERU share price for the three-month period up to 11 December 2007, the date on which the planned domination and profit transfer agreement was announced. The domination and profit transfer agreement is only valid if it has been given the consent of the BERU Aktiengesellschaft shareholders' meeting. A resolution to this effect is to be presented to the shareholders' meeting of BERU Aktiengesellschaft scheduled for May 21, 2008. Dividend proposal of financial year 2007 The BERU Aktiengesellschaft supervisory board has resolved to continue the dividend policy of previous years, accept the Executive Board's proposal and move that the BERU Aktiengesellschaft shareholders' meeting of May 21, 2008 give its consent to a dividend of EUR 1.10 per share. This represents a total dividend pay-out of EUR 11.0 million. The 2006 dividend was also EUR 1.10 per share. BERU Aktiengesellschaft Executive Board 17.03.2008 Financial News transmitted by DGAP ---------------------------------------------------------------------- Language: English Issuer: BERU AG Mörikestr. 155 71636 Ludwigsburg Deutschland Phone: +49 (0)7141 132-931 Fax: +49 (0)7141 132-586 E-mail: investor-relations@beru.de Internet: www.beru.de ISIN: DE0005072102 WKN: 507210 Listed: Regulierter Markt in Frankfurt (General Standard), Stuttgart; Freiverkehr in Berlin, München, Hamburg, Düsseldorf End of News DGAP News-Service ---------------------------------------------------------------------------
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