OnVista AG / Contract
13.03.2008
Release of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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13 March 2008 The Management Board and the Supervisory Board of OnVista
AG (DE0005461602) today decided to propose to the general shareholders
meeting to approve a control and profit and loss transfer agreement which
is supposed to be concluded between OnVista AG as the controlled company
and Boursorama SA as the controlling company. The general meeting is to be
convened on 24 and, if necessary, 25 April 2008. The contract, the
potential conclusion of which was already announced in the ad hoc press
release of 15 February 2008, requires approval from the general meeting of
shareholders of OnVista AG. Boursorama SA, as the majority shareholder,
holds 82.49% of the shares in OnVista AG.
The draft control and profit and loss transfer agreement calls for
Boursorama SA to offer minority shareholders of OnVista AG a settlement in
cash, in accordance with the relevant statutory requirements. The offer
follows a valuation by Warth & Klein GmbH Wirtschaftsprüfungsgesellschaft,
which supported the contracting parties in determining the settlement as
well as the annual adjustment payment, paid as an alternative to the
acceptance of the cash settlement offered. The company value of OnVista AG
determined in connection with the valuation amounts to EUR 115,617k. Per
share, this amounts to a value of EUR 17.31. This value falls below the
relevant weighted average stock exchange price in the 90 days prior to
announcement of the plan on 15 Feb. 2008 (EUR 22.27). According to the
draft contract, Boursorama SA, within the scope of the control and profit
and loss transfer agreement, will therefore offer the minority shareholders
of OnVista AG to purchase their shares for a settlement in cash of EUR
22.27 per share. For shareholders who want to continue to hold an interest
in OnVista AG, the draft contract calls for a guaranteed dividend to be
paid for each financial year in the amount of EUR 1.30 net per share (EUR
1.48 gross), as suitable adjustment.
The adequacy of the adjustment and settlement payment to be offered by
Boursorama SA in accordance with § 304 and § 305 of the German Stock
Corporation Act (AktG) will be examined by the court-appointed contract
auditor Mr. Dipl.-Kfm. Michael Wahlscheidt of Rölfs WP Partner AG
Wirtschaftsprüfungsgesellschaft.
Contact: Anja Seipp / Mareike Berkling, tel. +49 (0) 2203-9146-306/ -203,
email ir@onvista-group.de
DGAP 13.03.2008
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Language: English
Issuer: OnVista AG
Sophienstr. 3
51149 Köln
Deutschland
Phone: +49 (0)2203 9146-0
Fax: +49 (0)2203 180 640
E-mail: ir@onvista-group.de
Internet: www.onvista-group.de
ISIN: DE0005461602
WKN: 546160
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Hannover, Düsseldorf, Hamburg, München, Stuttgart
End of News DGAP News-Service
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DGAP-Adhoc: OnVista AG proposes approval of the control and profit and loss transfer agreement with Boursorama SA by the general meeting in April / Cash settlement of EUR 22.27 / Guaranteed dividend of EUR 1.30
| Source: EQS Group AG