Gentherm GmbH
W.E.T. Automotive Systems AG: Voidance Claims against Domination and Profit and Loss Transfer Agreement with Gentherm Europe terminated by Amicable Settlement; Additional Cash Consideration for Outside Shareholders
W.E.T. Automotive Systems AG / Key word(s): Scheme of Arrangement/Contract 15.02.2013 09:32 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Gentherm Europe GmbH with its seat in Augsburg, Germany (formerly: Amerigon Europe GmbH, hereinafter 'Gentherm Europe'), its sole shareholder Gentherm, Inc., Northville, Michigan, USA ('Gentherm, Inc.'), and Deutsche Balaton Aktiengesellschaft, Heidelberg ('Deutsche Balaton'), have entered into, as of today, several agreements in order to terminate the various legal actions which are currently pending between Deutsche Balaton and W.E.T. Automotive Systems Aktiengesellschaft ('W.E.T. AG') (the 'Settlement Agreements'). According hereto, Deutsche Balaton sells and transfers all of its 442,253 W.E.T.-shares to Gentherm Europe and shall receive as consideration 3,300,000 newly issued shares of the common stock of Gentherm, Inc., as well as an additional partial amount of the purchase price in cash. Insofar, one W.E.T.-share is valuated with the amount of EUR 85.00. After the consummation of this transaction, as well as of a sale and purchase agreement which Gentherm has entered into with a further shareholder of W.E.T. AG, Gentherm will hold more than 90 percent of the nominal share capital of W.E.T. AG. At the same time, Deutsche Balaton has undertaken to withdraw in full its voidance claim against resolutions of the shareholders' meeting of W.E.T. AG of 16 August 2011 which was directed, inter alia, against the resolution of approval of the domination and profit and loss transfer agreement between W.E.T. AG and Gentherm Europe dated 16 June 2011 (the 'Domination and Profit and Loss Transfer Agreement'). In addition, Deutsche Balaton has undertaken to withdraw in full its voidance claim against resolutions of the shareholders' meeting of W.E.T. AG dated 14 June 2012 as well as its two applications, which are currently equally still pending with the District Court of Munich I, for the appointment of a special auditor by the court. Further, Deutsche Balaton has undertaken to declare, upon request of Gentherm, Inc., vis-à-vis the commercial register its consent to the registration of the Domination and Profit and Loss Transfer Agreement. On this basis, W.E.T. AG will apply for the registration of the Domination and Profit and Loss Transfer Agreement with the commercial register. Gentherm Europe has undertaken to pay, in addition to the cash consideration as provided for by the Domination and Profit and Loss Transfer Agreement in the amount of EUR 44.95 (the 'Cash Consideration'), an additional consideration in cash in the amount of EUR 40.05 per W.E.T.-share to each outside shareholder of W.E.T. AG who demands from Gentherm Europe to acquire its W.E.T.-shares pursuant to Sec. 5 para. 1 of the Domination and Profit and Loss Transfer Agreement (the 'Additional Cash Consideration'). Accordingly, the entire amount which is payable by Gentherm Europe to the outside shareholders of W.E.T. AG for the acquisition of their shares amounts to EUR 85.00 per share. The payment obligations of Gentherm Europe with regard to the Additional Cash Consideration are secured by an additional letter of comfort by Gentherm, Inc. According to the Settlement Agreements, the Additional Cash Consideration shall be set off against potential further payments to the outside shareholders. This comprises the interest which is payable with regard to the Cash Consideration, a potential subsequent increase of the Cash Consideration within or in order to terminate an appraisal proceeding as well as the compensation payments already made by Gentherm Europe to the respective shareholders according to the Domination and Profit and Loss Transfer Agreement and potential dividends paid by W.E.T. AG to the respective shareholders following the conclusion of the Settlement Agreements. According to the Settlement Agreements, the annual compensation payment which is payable to the outside shareholders pursuant to the Domination and Profit and Loss Transfer Agreement in the gross amount of EUR 3.71 (equalling a net amount, based on the circumstances as of the conclusion of the Domination and Profit and Loss Transfer Agreement, of EUR 3.17) per W.E.T.-share for each full business year shall remain unaffected. Odelzhausen, this 15 February 2013 The Management Board 15.02.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: W.E.T. Automotive Systems AG Rudolf-Diesel-Str. 12 85235 Odelzhausen Germany Phone: +49 (0)8134 933-933 Fax: +49 (0)8134 933-401 E-mail: shareholder.office@wet-group.com Internet: www.wet-group.com ISIN: DE0005081608 WKN: 508160 Listed: Regulierter Markt in Frankfurt (General Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------
Latest News
Latest Reports
Upcoming Events
No Events found
Webcasts
No Webcasts found