euro adhoc: ComputerLinks AG
Mergers - Acquisitions - Takeovers
Ad hoc
release pursuant to § 15 German Securities Trading Act - Expert opinion
determines adequate cash compensation and recurring cash payment
under the envisaged domination and ...
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Contracts
24.10.2008
Ad hoc release pursuant to § 15 German Securities Trading Act (Wertpapierhandelsgesetz - WpHG)
COMPUTERLINKS Aktiengesellschaft, Stefan George Ring 23, 81929 Munich - Expert opinion determines adequate cash compensation and recurring cash payment under the envisaged domination and profit transfer agreement - Regular Delisting of COMPUTERLINKS shares planned
Munich, 24 October 2008
In connection with the envisaged conclusion of the domination and profit transfer agreement between CSS Computer Security Solutions Erwerbs GmbH and COMPUTERLINKS AG, the management board of COMPUTERLINKS AG and of CSS Computer Security Solutions Erwerbs GmbH have mandated Dr. Ebner, Dr. Stolz und Partner GmbH Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft, Stuttgart, with an expert opinion on the enterprise value of COMPUTERLINKS AG.
After having completed the examination, the expert has notified the management boards of COMPUTERLINKS AG and CSS Computer Security Erwerbs GmbH, that Computerlinks AG's enterprise value determined in accordance with the discounted earnings method per 18 December 2008 amounts to EUR 119,190k. Pursuant to the expert opinion this amount equals EUR 16,54 per COMPUTERLINKS share. This amount exceeds the average weighted stock exchange price of the COMPUTERLINKS share within the three-months-period prior to the date of announcement of the planned conclusion of the domination and profit transfer agreement on 5 September 2008 and qualifies, pursuant to Dr. Ebner, Dr. Stolz und Partner GmbH, as an adequate cash compensation in accordance with § 305 German Stock Corporation Act (Aktiengesetz - AktG). Pursuant to the expert opinion, the adequate recurring cash payment in accordance with § 304 para. 2 sentence 1 AktG amounts to EUR 0,97 (gross) per COMPUTERLINKS share. This amount is to be reduced by corporate income tax (plus solidarity tax), as applicable from time to time. On the basis of currently applicable rules, the recurring cash payment amounts to EUR 0,95 per Computerlinks share. The examiner SUSAT & PARTNER OHG Wirtschaftsprüfungsgesellschaft, Hamburg, which has been appointed by the district court Munich I has informed us today that it considers the cash compensation and the recurring cash payment as adequate.
Today, the management of CSS Computer Security Solutions Erwerbs GmbH has offered vis-à-vis the management board of COMPUTERLINKS AG to agree under the domination and profit transfer agreement to an adequate cash compensation and a recurring cash payment as determined by Dr. Ebner, Dr. Stolz und Partner GmbH. The management board and the supervisory board of COMPUTERLINKS AG will review the results of the expert evaluation and decide within the next days on entering into the domination and profit transfer agreement.
The extraordinary shareholders' meeting of COMPUTERLINKS AG which shall resolve on the domination and profit transfer agreement is expected to take place on 18 December 2008.
In accordance with a proposal by the management of CSS Computer Security Solutions Erwerbs GmbH, the management board of COMPUTERLINKS AG has decided today, subject to the approval of the extraordinary shareholders' meeting, to take measures with regard to the revocation of the listing of COMPUTERLINKS shares to the regulated market at Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), in order to terminate the stock exchange trading of the COMPUTERLINKS shares on the regulated market (regular delisting). CSS Computer Security Solutions Erwerbs GmbH has notified the management board of COMPUTERLINKS AG, that it intends to offer in the course of the regular delisting to the outstanding shareholders of Computerlinks AG a cash compensation with regard to the acquisition of their Computerlinks shares. The amount of this cash compensation shall equal the amount that is offered as cash compensation under the domination and profit transfer agreement pursuant to § 305 AktG. COMPUTERLINKS AG and CSS Computer Security Solutions Erwerbs GmbH intend to apply to the district court Munich I for the appointment of an examiner with respect to the adequacy of the cash compensation.
Munich, 24 October 2008 The Management Board
This press release is available under www.COMPUTERLINKS.de.
More Information:
|COMPUTERLINKS AG | |Daniela Drygalla - Investor Relations | |Stefan-George-Ring 23 | |D-81929 München | |Tel.: |+49 (0) 89 930 99-227 | |Fax: |+49 (0) 89 930 99-200 | |E-Mail:|Investor-Relations@COMPUTERLINKS.de | |Interne|www.COMPUTERLINKS.de | |t: | |
end of announcement euro adhoc
Further inquiry note:
Daniela Drygalla
Tel: +49(0) 89 93099227
investor-relations@computerlinks.de
Branche: Computing & Information Technology
ISIN: DE0005448807
WKN: 544880
Index: CDAX, Prime All Share, Technologie All Share
Börsen: Börse Frankfurt / regulated dealing/prime standard
Börse Berlin / free trade
Börse Hamburg / free trade
Börse Stuttgart / free trade
Börse Düsseldorf / free trade
Börse Hannover / free trade
Börse München / free trade