euro adhoc: PANDATEL AG
Justice/Processes
anulment of capital decrease
resolution in 2006 - decision on legal challenges and action of nullity against
the extraordinary general meeting's resolutions
of 27.03.2006 on agenda items 2, 3, 4, 6, and 7
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
Company Information/Court Decision
16.05.2008
Hanover, 16 May 2008. Pandatel AG (ISIN DE0006916307 - General
Standard, Frankfurt Stock Exchange). The district court Hamburg
issued its recognition and final decision. The district court Hamburg
declared null and void the resolution of the general meeting dated
27.03.2006 on agenda item 2 ("resolution on decreasing the share
capital pursuant to the provision on an ordinary capital decrease
according to articles 222 ff AktG (German stock corporation act) by
merging shares for the purpose of reorganizing as well as for loss
and depreciation adjustments; amendment of the statutes"), according
to which the company's share capital was decreased from EUR7,895,806
at the ratio of 2:1 to EUR3,947,903) because of the company's
recognition declared in this respect. The company initially
instituted an approval process according to art. 246a AktG, which
remained unsuccessful. Settlement talks with the plaintiffs yielded
no results in November 2006 and Pandatel declared the intended merger
of the company with Dowslake Microsystems Corp. failed. Thus, the
capital decrease became obsolete, which the general meeting resolved
on in the context with the planned merger at 27.03.2006. For this
reason, the parties had already declared mainly settled the actions
against the resolution of the general meeting of 27.03.2006 on agenda
item 3 ("resolution on the approval of concluding a business
combination agreement between the company with the shareholders of
Dowslake Microsystems Corp., Santa Clara, U.S.A., ("Dowslake
Microsystems")") and agenda item 4 ("increase of the company's share
capital by contribution in kind and by excluding shareholders'
subscription rights"). The district court Hamburg now decided as to
costs in this respect only, according to which the costs of both
parties compensate each other. The remaining actions, which
challenging the discharge resolution of the general meeting of
27.03.2006, were dismissed (agenda item 6: "retroactive discharge of
management board member Wienck for fiscal year 2004"), also dismissed
were the actions against the election of two supervisory board
members (agenda item 7 of the general meeting dated 27.03.2006), but
the resolution was declared null and void on the election of the
third supervisory board member (Dr. Straus). The main proceeding's
costs compensate each other. The company will disclose notice on
finished proceedings according to articles 248 a, 149 II AktG at
short notice. The Management Boardend of announcement euro adhoc
Further inquiry note:
insignis GmbH, agency for communications
Raik Packeiser
Berliner Allee 9-11
30175 Hannover, Germany
Phone: +49(0)511 33 65 15 31
Fax: +49(0)511 33 65 15 33
E-mail: raik.packeiser@insignis.de
Branche: Telecommunications Equipment
ISIN: DE0006916307
WKN: 691630
Index: Prime 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