euro adhoc: WEB.DE AG
other
Delivery of an action in rescission against the
resolutions of the WEB.DE AG Annual General Meeting of July 6/7, 2005
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
12.08.2005
As announced in the ad hoc disclosure on May 13, 2005, WEB.DE AG (ISIN: DE 000 529 650 3), Karlsruhe, and United Internet AG (ISIN: DE 000 508 903 1), Montabaur, entered into agreements for a comprehensive alliance between the two companies. The alliance provides, more particularly, for the take-over of the Internet Portal business line of WEB.DE AG with all its employees, technologies, assets as well as trademark and licence rights by United Internet AG. After the approval of the Federal Cartel Office has already been obtained in May 2005, the agreements are still subject to the reservation that the resolution of consent of the Annual General Meeting in respect of the sales agreements is submitted in an incontestable manner.
After the Annual General Meeting of WEB.DE AG approved the agreements with an overwhelming majority of 99.87 percent of the capital stock represented on July 7, 2005, an action in rescission of two shareholders against the resolution of consent as well as the resolutions of discharge has been served upon the company today.
If an action in rescission becomes pending, the agreements stipulate amongst other things that WEB.DE AG and United Internet AG will jointly deliberate on the chances of success and relevance of any actions in rescission and will jointly decide whether they will possibly waive the requirement of incontestability of the resolution of consent of the Annual General Meeting. A corresponding waiver is possible at any time by an agreement under private law between the parties.
The Executive Board continues to assume a timely execution of the transaction.
Contact Person for Analysts and for Investors: Richard Berg, Director Investor Relations, tel +49 (0)721 94329 2700, Mail rb@webde-ag.de http://webde-ag.de
Contact Person for Press and Media: Oliver Schwartz, Director Communications, tel +49 (0)721 94329 5310, Mail oliver.schwartz@webde-ag.de http://webde-ag.de
end of announcement euro adhoc 12.08.2005 18:16:32
Further inquiry note:
Silvia Teschner
Junior Referentin IR
Tel.: +49 (0)721 943292701
E-Mail: ste@webde-ag.de
Branche: Online
ISIN: DE0005296503
WKN: 529650
Index: TecDAX, Prime Standard, HDAX, CDAX Technology, Midcap Market
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