Gauss Interprise AG
Gauss Interprise AG english
Update on revenues and losses, Agreement of control, Delisting
Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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Update on revenues and losses, Agreement of control, Delisting
Hamburg, 14.11.2003 – Gauss Interprise AG, Hamburg (Prime Standard: GSO, ISIN
DE0005532907) announces, that the Management Board of Gauss Interprise AG
(Gauss) under its latest forecasts of revenues for the company is expecting
revenues only to be in the amount of EUR 8 million as opposed to EUR 19 to 22
million as announced earlier. Also losses are expected to be around EUR 19.3
million as opposed to the earlier announcement of EUR 4 to 5 million.
Furthermore Gauss announces, that – following a proposal of its 75 %
shareholder, 2016090 Ontario Inc., Canada (Ontario) -, the Management Board
(Vorstand) of Gauss has consented, that Gauss shall enter into an agreement of
control with Ontario, whereby Ontario will take control within the meaning of
section 291 of the German Corporation Act (AktG) over Gauss. Ontario and Gauss
have duly executed the agreement of control, which is made under the condition
of the approval of the shareholders’ meeting of Gauss. The compensation for
outstanding shareholders under § 304 AktG will be EUR 0; Ontario offers to buy
all shares of outstanding shareholders pursuant to section 305 AktG at the price
of EUR 1,06 per share. The new Supervisory Board of Gauss, consisting of Mr.
Tom Jenkins, Mr. John Shackleton and Mr. Rudolf Huebner, is expected to
recommend to the extraordinary shareholders’ meeting, which will take place on
December 23, 2003, the approval.
Also, Gauss announces, that at the request of its 75 % shareholder, Ontario, the
Management Board of Gauss has decided to recommend to the shareholders’ meeting
of Gauss to authorize the Management Board of Gauss to file a motion with
Frankfurter Wertpapierbörse for the withdrawal of the admission of all shares of
Gauss to the regulated market (Geregelter Markt) of Frankfurter Wertpapierbörse
(Delisting). As a consequence of this, Ontario offers to purchase all shares of
outstanding shareholders at the price of EUR 1,06 per share. The Supervisory
Board of Gauss is expected to follow this recommendation.
Gauss Interprise AG, Investor Relations, Kathrin Schuchard, Weidestraße 120a,
22083 Hamburg
Tel.: +49-40-3250-1218, Fax: +49-40-3250-19-1218, E-Mail: investor@gaussvip.com,
http://www.gaussvip.com
end of ad-hoc-announcement (c)DGAP 14.11.2003
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WKN: 553290; ISIN: DE0005532907; Index:
Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin-
Bremen, Düsseldorf und Stuttgart
141044 Nov 03
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