Celanese Deutschland Holding GmbH
Celanese Management Board decisions after Blackstone tender offer is consummated
Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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Celanese Management Board takes decisions after Blackstone tender offer is
consummated
The Board of Management of Celanese AG decided to apply in due course with the
competent court to appoint new shareholder representatives on the Supervisory
Board by court order. This move became necessary after the current members of
the Supervisory Board that were elected by the shareholders’ meeting, due to the
new shareholders’ structure of Celanese AG, resigned their office with effect
prior to the annual general meeting on June 15. The shareholder representatives
to be newly appointed are the following: Chinh Chu (Senior Managing Director,
The Blackstone Group), Cornelius Geber (formerly member of the Board of
Management of Kühne und Nagel), Benjamin Jenkins (Principal, The Blackstone
Group), Dr. Hanns Ostmeier (Senior Managing Director, The Blackstone Group
Deutschland GmbH), Dr. Ron Sommer (formerly Chairman of the Board of Management
of Deutsche Telekom AG) and Dr. Bernd Thiemann (formerly chairman of the Board
of Management of DZ-Bank AG).
Celanese AG’s Board of Management further authorized the taking of all necessary
actions to enter into a domination and profit and loss transfer agreement
(Beherrschungs- und Ergebnisabführungsvertrag) with BCP Crystal Acquisition GmbH
& Co. KG (“BCP”), an indirect wholly-owned subsidiary of Blackstone Crystal
Holdings Capital Partners (Cayman) IV Ltd. After the successful completion of
its tender offer for all of the outstanding registered ordinary shares with no
par value of Celanese AG launched on February 2, 2004 (the “Tender Offer”), BCP
holds 84,32% of such shares (excluding treasury stock). The agreement is
subject to approval by Celanese AG’s Supervisory Board and the affirmative vote
of at least 75% of the share capital represented at an extraordinary
shareholders’ meeting of Celanese AG which is expected to be convened in the
third quarter of 2004.
In a reaction to substantially decreased trading volumes of the company’s shares
on the New York Stock Exchange (“NYSE”) following the successful completion of
the Tender Offer, the Board of Management also authorized the submission of all
filings with the NYSE and the U.S. Securities and Exchange Commission necessary
to de-list the company’s shares from the NYSE. Trading of the company’s shares
on the NYSE is expected to cease in the second quarter of 2004.
end of ad-hoc-announcement (c)DGAP 28.04.2004
Issuer’s information/explanatory remarks concerning this ad-hoc-announcement:
Contact – Media Relations:
Michael Kraft, Tel. +49 (0)69 305 14072
Phillip Elliott, Tel. +49 (0)69 305 33480
Contact – Investor Relations:
Todd Elliott, Tel. +49 (0)69 305 83199
Oliver Stratmann, Tel. +49 (0)69 305 4139
Andrea Stine (USA), Tel. +1 908 522 7784
More information about Celanese is available on the internet under
http://www.celanese.com
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WKN: 575300; ISIN: DE0005753008; Index: MDAX
Listed: Amtlicher Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin-
Bremen, Düsseldorf, Hamburg, München und Stuttgart; NYSE
280830 Apr 04
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