DGAP-Adhoc: W.E.T. Automotive Systems AG: Conclusion of a Domination and Profit and Loss Transfer Agreement with Amerigon Europe GmbH

W.E.T. Automotive Systems AG  / Key word(s): Contract

16.06.2011 17:59

Dissemination 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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W.E.T. Automotive Systems Aktiengesellschaft with its registered seat in
Odelzhausen, Germany ('W.E.T. AG'), and Amerigon Europe GmbH with its
registered seat in Augsburg, Germany ('Amerigon Europe'), a one hundred
percent subsidiary of Amerigon, Inc. with its registered seat in
Northville, Michigan, USA ('Amerigon, Inc.'), have entered into, as of
today, a domination and profit and loss transfer agreement pursuant to Sec.
291 para. 1 sentence 1 of the German Stock Corporation Act (Aktiengesetz,
'AktG'), with W.E.T. AG as the dominated company and Amerigon Europe as the
dominating company. In order to be effective, the domination and profit and
loss transfer agreement requires the consent of the shareholders' meeting
of Amerigon Europe and of the shareholders' meeting of W.E.T. AG. The
shareholders' meeting of W.E.T. AG shall resolve upon its consent to the
domination and profit and loss transfer agreement in the annual general
shareholders' meeting which will take place on 16 August 2011.

For the benefit of the outside shareholders of W.E.T. AG, the domination
and profit and loss transfer agreement provides for an offer to acquire the
shares of the outside shareholders pursuant to Sec. 305 para. 1 AktG
against a consideration in cash of EUR 44.95 and for an annual compensation
payment pursuant to Sec. 304 para. 1 sentence 1 AktG in the gross amount of
EUR 3.71 (equaling a net amount, based on the circumstances as of today, of
EUR 3.17) per non-par value share for each full business year. These
payment obligations of Amerigon Europe are covered by a letter of comfort
by Amerigon, Inc.

The offer to acquire the shares of the outside shareholders against
consideration in cash pursuant to Sec. 305 para. 1 AktG and the
compensation payment pursuant to Sec. 304 para. 1 sentence 1 AktG are based
on an expert opinion regarding the enterprise value of W.E.T. AG, issued by
PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft,
Munich. The adequacy of both, the consideration in cash and the
compensation payment, were audited by Rölfs RP AG
Wirtschaftsprüfungsgesellschaft, Dusseldorf, which was elected and
appointed as expert auditor by the District Court (Landgericht) Munich I.

Odelzhausen, this 16 June 2011

The Management Board


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Language:     English
Company:      W.E.T. Automotive Systems AG
              Rudolf-Diesel-Str. 12
              85235 Odelzhausen
              Deutschland
Phone:        +49 (0)8134  933-933
Fax:          +49 (0)8134  933-401
E-mail:       shareholder.office@wet-group.com
Internet:     www.wet-group.com
ISIN:         DE0005081608
WKN:          508160
Listed:       Regulierter Markt in Frankfurt (General Standard);
              Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
              Stuttgart
 
End of Announcement                             DGAP News-Service
 
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