Celanese Deutschland Holding GmbH
Supervisory Board approves domination and profit transfer agreement
Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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Supervisory Board approves domination and profit transfer agreement with BCP
Crystal Acquisition GmbH & Co. KG.
Kronberg, Germany – (CZZ: FSE): At an extraordinary meeting on June 22, 2004,
the Supervisory Board of Celanese AG approved a domination and profit transfer
agreement which was concluded with BCP Crystal Acquisition GmbH & Co. KG (“BCP”)
the same day.
As part of the domination and profit transfer agreement, BCP will be offering
cash compensation to shareholders to purchase their shares for EUR41.92 per
registered share. BCP will also guarantee that Celanese AG will provide those
shareholders who wish to retain their shares in Celanese AG a gross dividend of
EUR3.27 per registered share (current net dividend EUR2.89 per registered share)
for each full business year.
For the company valuation on which the level of the cash compensation and
guaranteed dividend are based, the Board of Management of Celanese AG and the
management of BCP were advised by the financial auditors Ernst & Young.
PricewaterhouseCoopers, who were, in accordance with the applicable German law,
appointed by court order to audit the domination and profit transfer agreement,
confirmed that the compensation and the guaranteed dividend were appropriate.
As the domination and profit transfer agreement requires shareholder approval,
Celanese has decided to call an Extraordinary General Meeting for July 30/31,
2004 to be held in Oberhausen, Germany.
end of ad-hoc-announcement (c)DGAP 22.06.2004
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WKN: 575300; ISIN: DE0005753008; Index:
Listed: Amtlicher Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin-
Bremen, Düsseldorf, Hamburg, München und Stuttgart; NYSE
222034 Jun 04
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