euro adhoc: PrimaCom AG
Restructuring & Recapitalisations /
Ordinary shareholders meeting: Approval regarding the transfer of
substantially all of the assets of PrimaCom AG to BK Breitband
Kabelnetz Holding GmbH and the subsequent liquidation of Prima
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
Mainz, April 16, 2004: The Management Board and the Supervisory Board
of PrimaCom AG (the "Company") will propose to the ordinary
shareholders meeting scheduled to take place in June 2004 that the
meeting approve the transfer of substantially all of the assets
(except for a claim in the amount of roughly EUR 1.4 million, the
grounds and amount of which are, however, in dispute) of the Company
to BK Breitband Kabelnetz Holding GmbH, Hamburg, in accordance with
Sec. 179 a of the German Stock Corporation Act (Aktiengesetz, AktG)
and the subsequent liquidation of the Company. On April 16, 2004, the
Company entered into a Purchase and Sale Agreement with BK Breitband
Kabelnetz Holding GmbH, an entity ultimately controlled by Apollo
Management L.P. ("Apollo") and JPMorgan Chase Bank ("JPM"). Pursuant
to such Purchase and Sale Agreement, and subject to the approval of
the shareholders meeting, the Company has agreed to transfer to BK
Breitband Kabelnetz Holding GmbH substantially all of its assets. The
Companys 100% interest in PrimaCom Management GmbH, which manages
the business of the PrimaCom group through various controlled
companies, and the loans granted by the Company to PrimaCom
Management GmbH and other companies of the PrimaCom group form the
main part of the assets to be transferred. Following the transfer, BK
Breitband Kabelnetz Holding GmbH, as the new holding company, will
manage the business of the PrimaCom group. As consideration for the
transfer to it of substantially all of the Companys assets, BK
Breitband Kabelnetz Holding GmbH will (i) release and discharge the
Company from any and all obligations in connection with the EUR 375
million Second Secured Facility Agreement, dated March 26, 2002; (ii)
pay EUR 5 million in cash to the Company; and (iii) assume or fund
certain other present and future liabilities, obligations and costs
of the Company. As a result, the Company will upon closing of the
transaction be discharged almost entirely from its present debt (i.e.
from all debt under the Second Secured Facility Agreement).
Furthermore, the Management Board and the Supervisory Board expect,
based on their current assessment of the likely cost and expense to
be sustained by the Company until completion of its liquidation, that
any remaining present and future liabilities, obligations and costs
of the Company as assumed or funded by BK Breitband Kabelnetz Holding
GmbH will be sufficient to cover the costs of liquidation so that the
cash consideration in the amount of EUR 5 million should be fully
available for distribution to the shareholders following the
liquidation of the Company. However, the amount available for
distribution to the shareholders cannot be guaranteed and may be less
than EUR 5 million depending on various factors (e.g. existence of
unforeseen liabilities, actual duration and cost of liquidation). It
is contemplated that, at the closing of the transaction, the EUR 1
billion credit facility granted to PrimaCom Management GmbH pursuant
to the Senior Facility Agreement, dated September 18, 2000, as
amended on March 26, 2002, with currently approximately EUR 494.5
million outstanding, will be fully repaid and substituted with (i) a
new senior credit facility to be provided by a syndicate of new
senior lenders and (ii) mezzanine financing to be provided by
affiliates of Apollo and JPM. The availability of the new senior
credit facility is a condition to the closing of the transaction.
Furthermore, the entire transaction is subject to antitrust clearance
by the competent authorities and fulfillment of other customary
conditions precedent, including, but not limited to, (i) approval of
the transaction being granted by the shareholders meeting of the
Company; (ii) no challenges being brought against the resolution of
the shareholders meeting granting the approval; and (iii) absence of
a material adverse change in the business of the PrimaCom group.
Additional information regarding the nature of the transaction as
well as background information will be included in the invitation to
the shareholders meeting and in the documents to be displayed. The
transaction will be explained in greater detail during the
shareholders meeting by the Management Board.WKN: 625910, ISIN: DE0006259104. Market segment: CDAX, Prime All Share, Prime Standard, Regulated Market of the Frankfurt Stock Exchange; OTC market of the Stock Exchange of Lower Saxony in Hanover; Stock Exchange of Berlin; Bavarian Stock Exchange; Stock Exchange of Hamburg; Stock Exchange of Bremen (BWB); Stock Exchange of Duesseldorf; and Stock Exchange of Baden-Wuerttemberg.
ADRs: ISIN: US74154N1081; CUSIP: 74154N108; OTC Bulletin Board; Symbol: PCAGY.
end of announcement euro adhoc 16.04.2004
Further inquiry note:
PrimaCom AG
Investor Relations
T.: +49(0)6131 944 522
E-Mail: investor@primacom.de
Branche: Telecommunications Equipment
ISIN: DE0006259104
WKN: 625910
Index: CDAX, Prime All Share, Prime Standard
Börsen: Frankfurter Wertpapierbörse / regulated dealing
Niedersächsische Börse zu Hannover / free trade
Berliner Wertpapierbörse / free trade
Bayerische Börse / free trade
Hamburger Wertpapierbörse / free trade
Bremer Wertpapierbörse (BWB) / free trade
Börse Düsseldorf / free trade
Baden-Württembergische Wertpapierbörse / free trade