euro adhoc: Dowslake Venture Ltd
Mergers - Acquisitions - Takeovers
Ad hoc
disclosure pursuant to Art. 10 para 3 WpÜG August 2, 2007
BaFin revokes exemption for Dowslake Venture Ltd.
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
02.08.2007
Hannover, August 2, 2007. In the context of its exemption proceedings for Dowslake Venture Ltd., Santa Clara, California as well as for Dr. Dan Yang and Mr. Zibin Lu, Shanghai, BaFin's (German federal financial supervisory agency) notice of 31 July 2007 revoked its notice of 17 January 2006, according to which the same are exempted from making a mandatory takeover bid according to Art. 35 WpÜG. Basically, BaFin states that said revocation is ex officio admissible, because it was reserved under Number 3 of the definitive notice of 17 January 2006. According to BaFin, the revocation is well founded, whereas the right to revoke results from two provisions of the notice of 16 January 2006. Further, BaFin insists that the only precondition for the existence of the right to revoke is the failure to execute a capital increase in kind of Pandatel AG's share capital by contribution of all or at least 95% of the shares in Dowslake Microsystems Corp. until 31 December 2006 into the commercial register or if the applicants of Pandatel AG were not able to otherwise obtain ownership in all or at least 95% of the shares in Dowslake Microsystems Corp. until this date. This precondition is complied with, because entry into the commercial register of the local court Hanover was made only concerning annual general meeting's resolution of 27 March 2006 regarding share capital increase but not execution of share capital increase. Also, the notice was issued on condition to immediately proof BaFin entry of the share capital increase's execution for contributing aforementioned shares in Dowslake Microsystems Corp. based on an annual general meeting's resolution of Pandatel AG. Because execution of share capital increase was not entered into the commercial register, such proof cannot be supplied. In the end, executing the right of revocation is also adequate, because revoking is a suitable measure to eventually enable minority shareholders of Pandatel AG to make a desinvestment decision within a mandatory takeover bid who received no mandatory takeover bid according to Art. 35 WpÜG due to the exemption of the applicants. To grant minority shareholders this opportunity to decide is also necessary. Because, based on the fact of the legal initial state of Art. 35 WpÜG the remaining shareholders are to be made a mandatory takeover bid in case of change of control, from which the applicants were exempted by the notice of 16 January 2006. According to today's facts, the basis of exemption no longer applies and therefore the mandatory situation of Art. 35 WpÜG hast to be reestablished as it would have applied without exemption.
About Dowslake Headquartered in Santa Clara California, with a manufacturing facility in Shanghai China, Dowslake offers to its customers the best of the world - advanced product design and low cost manufacturing. The product portfolio of Dowslake includes a series of cost-effective building blocks for fiber optic transport technology. Recently Dowslake has acquired Rullingnet (Hongkong) to develop advanced Ethernet-over-Sonet/SDH solutions. Dowslake customers include major telecom system makers with more than 65% of revenue from the United States, with remaining from Japan, China, and Israel. Dowslake sells its products mainly through a network of independent sales partners. For more information about Dowslake, please visit www.dowslakemicro.com
end of announcement euro adhoc 02.08.2007 17:57:58
Further inquiry note:
insignis GmbH
Raik Packeiser
Phone: +49 511 33 65 15 31
Email: Raik.Packeiser@insignis.de
Branche: Technology
ISIN:
WKN:
Börsen: Börse Frankfurt / regulated dealing/prime standard