euro adhoc: Financing, Stock Offerings (IPO)
Zapf Creation: BaFin exempts MGA
Entertainment, Inc. and Ron Brawer from submitting a mandatory offer
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
Exemption from mandatory offer by
18.09.2007
Rödental, September 18, 2007 - Zapf Creation AG today announced that it has been notified that the German Federal Financial Supervisory Authority (BaFin) has exempted MGA Entertainment, Inc. and Mr. Ron Brawer from submitting a mandatory offer under Section 37 of the German Securities Acquisition and Takeover Act (WpÜG) in conjunction with Section 9 of the Offer Regulations in case they gain control of the Company. Submitting such an offer would have been mandatory if a shareholder holds at least 30% of a company's voting shares. An exemption was also requested for the shareholders of MGA Entertainment, Inc. who are shareholders of Zapf Creation AG and who act together with MGA Entertainment, Inc. and Ron Brawer. A positive decision regarding these applications is expected in the next weeks. The exemption may be revoked if certain restructuring goals are not reached or reached in time. Details regarding this will be published in an official stock exchange gazette and an electronic distribution system.
The decision made by BaFin also makes it possible to implement the financing concept for the Zapf Creation Group that was agreed with a banking syndicate on July 20, 2007. This concept calls for the infusion of equity totaling EUR 30 million as a key requirement for granting a new syndicated loan. Such infusion of equity has been guaranteed by major shareholders. The exemption became necessary after MGA Entertainment, Inc. had agreed to take over that part of the financing package to which Betham Ltd., whose chief executive officer Gustavo Perez is a member of Zapf Creation's Supervisory Board, had originally committed itself. This commitment of MGA Entertainment, Inc. is subject to the conditions that the banks give their consent to an extension of the current loans until November 30, 2007 and that the agreements with the new lenders will be adjusted accordingly. The assumption of this additional obligation became necessary because Betham Ltd. was unable to fulfill its obligations due to legal restrictions.
Based on this new situation, it is possible as soon as the shareholders of MGA Entertainment, Inc. have also been exempted for MGA Entertainment, Inc. or its shareholders and Ron Brawer to exceed the voting rights threshold of 30% in accordance with the WpÜG without having to submit a takeover offer.
end of announcement euro adhoc 18.09.2007 15:55:27
Further inquiry note:
Frank Elsner
Frank Elsner Kommunikation für Unternehmen GmbH
Phone.: +49 (0) 54 04 - 91 92 0
Fax: +49 (0) 54 04 - 91 92 29
Branche: Consumer Goods
ISIN: DE0007806002
WKN: 780600
Index: CDAX, Classic All Share, Prime All Share
Börsen: Börse Frankfurt / official dealing/prime standard
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