euro adhoc: PANDATEL AG
other
Ad hoc disclosure pursuant to Art. 15 WpHG
Exemption for Dowslake Venture Ltd. from making a mandatory take-over bid
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
18.01.2006
Hamburg, January 18, 2006. On January 17, 2006, BaFin exempted PANDATEL AGs new shareholder Dowslake Venture Ltd. (49.98%) and their owners Dr Dan Yang and Mr Zibin Lu pursuant to section 37 German Acquisition and Takeover Act (WpÜG) in conjunction with section 9 clause 1 number 3 of the takeover directive of the German Acquisition and Takeover Act (WpÜG-Angebotsverordnung) according to the application made on November 30, 2005, from their duty to publish pursuant to section 35 para 1 clause 1 German Acquisition and Takeover Act (WpÜG) their gaining control over PANDATEL AG, to transmit to the German regulatory authority BaFin pursuant to section 35 para 2 clause 1 German Acquisition and Takeover Act (WpÜG) a bidding document and to publish a mandatory offer pursuant to section 35 para 2 clause 1 in conjunction with section 14 para 2 clause 1 German Acquisition and Takeover Act (WpÜG).
The exemption is subject to the following conditions:
a) BaFin is to be transmitted without any delay the notice of PANDATEL AGs general meeting, which is to take place in the context of the agreed restructuring program and which is to adopt a resolution on the capital increase in kind to contribute at least 95% of Dowslake Microsystems Corp.s shares. b) BaFin is to be notified without any delay of the resolution at the general meeting of PANDATEL AG as described under a). c) BaFin is to be provided with evidence of the registration with the Commercial Register without any delay about accomplishing the capital increase against contribution in kind as described under a).
Among others, BaFin mentions two essential reasons for granting the exemption:
1) PANDATEL AG is threatened by risks endangering its very existence. In the absence of sufficing liquidity for restructuring, the only alternative to liquidating PANDATEL AG is the introduction of a strategic investor in order to reorganize the company.
2) The presented restructuring plan including the contribution of Dowslake Microsystems Corp. shares into PANDATEL AG as investment in kind provides the basis for a successful reorganization of the company.
About Pandatel
Pandatel is a German corporation based in Hamburg. Pandatel was formed in 1988 as Pan Dacom Telekommunikation GmbH. It went to public at Frankfurt Prime standard in November 1999. Pandatel provides Ethernet and data connectivity, multiplexing, and protocol conversion products such as Ethernet copper or fiber optic converters and multiplexers, Ethernet-over- SDH/Sonet, SDH/Sonet-over-Ethernet, and optical multi-wavelength transport products for enterprise customers. Pandatel currently sells its products through its regional offices and subsidiaries in France, UK, and Singapore. The companys current operations, product strategy will be reviewed during the restructuring. OEM partnership such as Dowslakes business model will be explored to expand market presence. For more information about Pandatel, please visit www.pandatel.com
end of announcement euro adhoc 18.01.2006 16:21:44
Further inquiry note:
Christina Kunze
Tel.: +49 (0)40 644 14 187
E-Mail: cku@pandatel.com
Branche: Telecommunications Equipment
ISIN: DE0006916307
WKN: 691630
Index: Prime All Share
Börsen: Frankfurter Wertpapierbörse / regulated dealing/prime
standard
Börse Berlin-Bremen / free trade
Hamburger Wertpapierbörse / free trade
Baden-Württembergische Wertpapierbörse / free trade
Börse Düsseldorf / free trade
Niedersächsische Börse zu Hannover / free trade
Bayerische Börse / free trade