DGAP-Adhoc: Plan to merge PROCON MultiMedia Aktiengesellschaft onto MHG Media Holdings AG with subsequent Squeeze-out of the minority shareholders of PROCON MultiMedia Aktien-gesellschaft in the course of the merger

| Source: EQS Group AG EQS Group AG 

PROCON MultiMedia AG  / Key word(s): Squeeze Out

29.08.2011 19:49

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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Plan to merge PROCON MultiMedia Aktiengesellschaft onto MHG Media Holdings
AG with subsequent Squeeze-out of the minority shareholders of PROCON
MultiMedia Aktien-gesellschaft in the course of the merger
(reorganizational Squeeze-out)

MHG Media Holdings AG ('MHG') requested PROCON MultiMedia
Aktiengesellschaft ('Company') today to enter into negotiations regarding
the conclusion of a merger agreement between the Company as transferor and
MHG as transferee. According to MHG's request such merger agreement shall
indicate that in course of such merger an exclusion of the other
shareholders of the Company besides MHG (minority shareholders) is
envisaged pursuant to § 62 (5) first sen-tence German Reorganization Act
(UmwG) in conjunction with §§ 327a et seq. German Stock Corporation Act
(AktG).

According to the German Reorganization Act as recently amended by the third
Amendment to the German Reorganization Act such squeeze-out can be
consummated in the course of an intra-group merger if the transferee is a
German Stock Corporation and holds - as MHG does - more than 90% of the
share capital of the transferor (majority shareholder) and the general
meeting of the transferor passes within three months following the
conclusion of the merger agreement a resolution according to which the
shares of the minority shareholders of the Company shall be transferred to
the majority shareholder in exchange for an appropriate cash compensation.

The Board of Directors intends to enter into negotiations with MHG
regarding the conclusion of a merger agreement in the course of which an
exclusion of the minority shareholders of the Company is envisaged.

The Board of Directors


29.08.2011 DGAP's Distribution Services include Regulatory Announcements, 
Financial/Corporate News and Press Releases. 
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      PROCON MultiMedia AG
              Bredowstr. 34
              22113 Hamburg
              Germany
Phone:        040/670 886-0
Fax:          040/670 61 59
E-mail:       info@procon-online.de
Internet:     www.procon-online.de
ISIN:         DE0005122006
WKN:          512200
Listed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
              in Berlin, Düsseldorf, Hamburg, Stuttgart
 
End of Announcement                             DGAP News-Service
 
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