Celanese Deutschland Holding GmbH
Celanese AG:Initial motion of award proceedings dismissed as inadmissable
Ad hoc announcement §15 WpHG
Judical award proceedings
Celanese AG:Initial motion of award proceedings dismissed as inadmissable
Ad hoc announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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Celanese AG received in the course of yesterday a decision of the Frankfurt
a.M. District Court, by which the court dismissed as inadmissable the motion
of a shareholder regarding the initiation of judical award proceedings on the
appropriateness of the guaranteed fixed annual payment (Ausgleich) for the
minority shareholders and the cash compensation (Abfindung) for such
shareholders to be offerd in a domination- and profit and loss tranfer
agreement(sec. 304 and 305 German Stock Corporation Act).
The shareholder and further plaintiffs wanted to initiate such proceedings
pursuant to sec. 1 Nr. 1 of the German Act on Award
Proceedings(Spruchverfahrensgesetz) because they consider the cash
compensation (Abfindung) in the amount of EUR 41,92 per share and the
guaranteed fixed annual payment (Ausgleich) per share in the gross amount of
EUR 3,27 p.a., both as offered by the domination- and profit and loss tranfer
agreement between Celanese Europe Holding GmbH & Co. KG (formerly: BCP Crystal
Acquisition GmbH & Co. KG)and Celanese AG to be inadequate.
In the reasons for its decsions the court mentions that the motions for the
initiation of award procedings of all further 43 plaintiffs are inadmissable
as well. The ruling of the court is subject to appeal (sofortige Beschwerde).
The ruling has no impact on the motions of several minority shareholders of
Celanese AG to set aside the resolution of Celanese AG’s shareholder meeting
that approved the domination- and profit and loss tranfer agreement.
Kronberg/Taunus, March 15, 2005
Management Board
Celanese AG
Frankfurter Str. 111
61476 Kronberg im Taunus
Germany
ISIN: DE0005753008
WKN: 575300
Listed: Amtlicher Markt in Frankfurt (General Standard); Freiverkehr in
Berlin-Bremen, Düsseldorf, Hamburg, München and Stuttgart
End of ad hoc announcement (c)DGAP 15.03.2005
150204 Mär 05
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