BLUeBULL AG
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Ad hoc-announcement of BLUeBULL AG on decision of Austrian Takeover Commission
Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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Ad hoc-announcement of BLUeBULL AG on decision of Austrian Takeover Commission
St. Gallen (27/02/03) Upon application of BLUeBULL AG the Take-over Commission
concluded the following on the 24th of February 2003:
The acquisition of around 53.8% of CLC AG’s nominal capital by BLUeBULL AG will
take place for restructuring purposes as per § 25 subsection 1 item 4 of the
Takeover Act. BLUeBULL AG is not required to make an obligatory offer to
shareholders or bondholders of CLC AG according to § 22 or § 25 Take-over Act.
The Commission made this decision in view of a very difficult financial
situation of CLC AG on the accounting date that would have further deteriorated
due to the impending lack of liquidity and the excessive indebtedness of the
company. The company’s shareholders equity appears to be negative on both
individual and consolidated financial statements as per 31/12/2002 which clearly
indicates the necessity of reorganisation.
Furthermore, the intention of BLUeBULL AG to turn around the company has been
sufficiently demonstrated. Back in December 2002 some necessary measures were
undertaken, which included a provision of a bridge loan, negotiations of
liability relinquishments, improvement of the shareholders equity situation
through conversion of convertible bonds, spin off of the operationally healthy
directory services division, drafting of a restructuring plan and cost
reductions.
The negotiated and undertaken restructuring measures of BLUeBULL AG show all
typical characteristics of a settlement according to § 25 subsection 1 item 4 of
the Take-over Act.
The participation of BLUeBULL AG will by no means turn to the disadvantage of
existing shareholders and bondholders, says the statement. In the contrary, the
existing shareholders, employees and creditors will benefit from this
arrangement. The payment of a purchase price to some shareholders does not
contradict the above said, since the price is more of a symbolic nature. It is
also planned that the majority of the existing shareholders of CLC AG would use
their proceeds from CLC shares to subscribe new shares of BLUeBULL AG.
For more information please contact: Bettina Schragl, BLUeBULL AG
Tel.: +41-79-506 46 46, bettina.schragl@bluebull.com
end of ad-hoc-announcement (c)DGAP 27.02.2003
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WKN: 591214; ISIN: CH0011247084; Index:
Listed: Geregelter Freiverkehr in Wien; Freiverkehr in Frankfurt und Stuttgart
270930 Feb 03
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