AWD Holding AG / Agreement 14.08.2008 Release of a Adhoc News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad-hoc announcement pursuant to Section 15 of the German Securities Trading Act (WpHG) AWD Board of Management to be strengthened Carsten Maschmeyer to sell to Swiss Life his 10.46% equity interest in AWD Holding AG and a 26.74% stake in MLP AG, and in return will acquire a stake in Swiss Life AG Hanover, 14. August 2008 - AWD Holding AG Carsten Maschmeyer, founder and Chairman of the Management Board (CEO) of AWD Holding AG, and Swiss Life Holding AG agreed on 14 August 2008 as follows: The family of AWD founder Carsten Maschmeyer will sell its remaining equity interest of 10.46% in AWD for EUR 30 per share the price of the original public takeover offer of 14 January 2008 to Swiss Life by the end of 2008. After the completion of the transaction, 96.7% of the shares in AWD will be owned by Swiss Life. Swiss Life plans to carry out a squeeze out in 2009 and subsequently to discontinue AWDs stock-exchange listing. Furthermore, Swiss Life acquires from Carsten Maschmeyer shares in MLP AG which he owns or has secured in the amount of 10.93% respectively 15.81% (in total 26.74%). The acquisition of this equity interest in MLP AG by Swiss Life as well as, with respect to the secured shares by Carsten Maschmeyer, is subject to the approval of the competent authorities. Before the end of March 2009, Carsten Maschmeyer will purchase Swiss Life shares on the stock market for at least CHF 150 million. He intends to purchase additional Swiss Life shares for at least another CHF 150 million by the end of the first half of 2009. Carsten Maschmeyer would then hold an equity interest of approximately 3% and would be largest private shareholder of Swiss Life. On 13 August 2008, the Supervisory Board of AWD Holding AG resolved to enlarge the companys Board of Management. The Board of Management of AWD will be enlarged from three to eight members as of 1 September 2008 in order to support the expansion of the company. Manfred Behrens, previously CEO of Swiss Life Germany, will become Co-CEO of AWD along with Carsten Maschmeyer. At the same time in addition to existing members Nils Frowein and Wilhelm Zsifkovitz the persons in charge of the three large AWD country companies Dr. Rolf Wiswesser (Germany), Wolfgang Prasser (Austria&CEE) and Marco Baur (Switzerland) as well Martin Jünke, previously Director of Corporate Accounting at AWD who will be the new CFO will also join the Management Board. AWD Holding AG, AWD-Platz 1 ( 30659 Hanover ( Germany Béla Anda Hartmuth Höhn Public Relations Investor Relations Phone: +49 (0)511 9020 5387 Phone: +49 (0)511 9020 5660 Fax: +49 (0)511 9020 5330 Fax: +49 (0)511 9020 5121 E-mail: Presse@awd.de E-mail: Investor.Relations@awd.de If this publication contains any forecasts or expectations or if our statements refer to the future, such statements can involve risks and uncertainties. We therefore cannot guarantee that the expectations will prove to be correct. Actual events and developments can differ significantly from the expectations and assumptions expressed herein. The factors that can cause such deviations include changes in the general economic situation and the competitive situation, particularly in the core business areas and markets, exchange-rate and interest-rate fluctuations, changes in national and international legislation, especially pertaining to tax regulations, and changes in investment or business strategy. The company does not assume any obligations to update the statements made in this publication. DGAP 14.08.2008 --------------------------------------------------------------------------- Language: English Issuer: AWD Holding AG AWD-Platz 1 30659 Hannover Deutschland Phone: +49 (0)511 9020-5120 Fax: +49 (0)511 9020-5121 E-mail: investor.relations@awd.de Internet: www.awd.de ISIN: DE0005085906 WKN: 508590 Listed: Regulierter Markt in Frankfurt (Prime Standard), Hannover; Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of News DGAP News-Service ---------------------------------------------------------------------------
DGAP-Adhoc: AWD Holding AG
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