W.E.T. Automotive Systems AG / Key word(s): Transaction in Own Shares/Contract 19.04.2012 15:30 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. --------------------------------------------------------------------------- THE INFORMATION WHICH IS CONTAINED IN THIS NOTIFICATION WITH REGARD TO THE OFFER ANNOUNCED BELOW MAY NOT BE DISTRIBUTED, PUBLISHED OR FORWARDED TO OR WITHIN THE U.S.A., CANADA, JAPAN OR AUSTRALIA. The Management Board and the Supervisory Board of W.E.T. Automotive Systems Aktiengesellschaft have resolved, as of today, to offer to the shareholders of W.E.T. AG for acquisition on a pro rata-basis the 143,683 shares which are held by the Company in treasury stock. Insofar, W.E.T. AG will publish an offer in the German Electronic Federal Gazette (which is continued under the name 'Federal Gazette' (Bundesanzeiger) since 1 April 2012) as of tomorrow, 20 April 2012. The acquisition period will run from 23 April 2012 until 14 May 2012 (each included). The acquisition price will amount to EUR 44.95 per share. Only those persons will be entitled for acquisition which are shareholders of W.E.T. AG already prior to the beginning of the acquisition period (status as of 20 April 2012, evening). The acquisition ratio will amount to 22:1, i.e. 22 W.E.T.-shares will allow for the acquisition of one treasury share. There will be no organized trading of acquisition rights. However, the acquisition rights are freely transferable. Acquisition rights which are not exercised during the acquisition period will lapse without compensation. Treasury shares which are not already acquired due to an exercise of acquisition rights will equally be offered exclusively to the shareholders of W.E.T. AG which hold W.E.T.-shares in their custody accounts as of the evening of 20 April 2012 by way of an additional purchase offer. Orders for additional purchases must equally be submitted during the acquisition period. The treasury shares which are acquired according to the offer will prospectively be credited to the custody accounts of the shareholders on 18 May 2012. The details of the offer for acquisition of treasury stock can be derived from the offer which will be published in the German Electronic Federal Gazette (which is continued under the name 'Federal Gazette' (Bundesanzeiger) since 1 April 2012) on 20 April 2012. In addition, the Management Board and the Supervisory Board of W.E.T. AG have resolved, as of today, to propose to the next ordinary shareholders' meeting on 14 June 2012 to adopt a resolution on the confirmation of the resolution of approval of the shareholders' meeting of 16 August 2011 for the conclusion of the domination and profit and loss transfer agreement with Amerigon Europe GmbH, Augsburg, dated 16 June 2011. The domination and profit and loss transfer agreement provides for an offer to the outside shareholders to acquire their shares against a consideration in cash of EUR 44.95 per non-par value share as well as for an annual compensation payment in the gross amount of EUR 3.71 (equaling a net amount, based on the circumstances as of the conclusion of the agreement, of EUR 3.17) per non-par value share for each full business year. The shareholder Deutsche Balaton Aktiengesellschaft, Heidelberg, has filed a voidance claim against the resolution of approval. By judgment dated 5 April 2012, the District Court of Munich I (Landgericht München I) has declared null and void the resolution of approval in first judicial instance. The Company intends to appeal against this judgment. Odelzhausen, this 19 April 2012 The Management Board --------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: This announcement does not constitute a public offer of securities in Germany. It does not constitute a securities prospectus, and in particular it does not constitute an offer to sell securities, or a solicitation to buy securities, in the U.S.A. or in any other jurisdiction in which such offer or solicitation is subject to legal restrictions. Securities may only be offered or sold in the U.S.A. after prior registration under the provisions of the U.S. Securities Act of 1933, as amended from time to time (the 'Securities Act'), or without prior registration only based on an exemption rule. The securities of W.E.T. Automotive Systems Aktiengesellschaft which are referenced in this announcement, including the acquisition rights, have not been and will not be registered in the future under the provisions of the Securities Act or the laws of any State and thus may at no time, neither directly nor indirectly, be offered, sold, exercised, pledged, transferred or delivered in or within the U.S.A., except pursuant to an exemption from (or in a transaction not subject to) the registration requirements of the Securities Act and further applicable States securities laws, and to the extent this conforms to further applicable U.S. legal provisions. W.E.T. Automotive Systems AG does not intend to register the offer or any portion of the offer in the U.S.A. or to conduct a public offer in the U.S.A. 19.04.2012 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: W.E.T. Automotive Systems AG Rudolf-Diesel-Str. 12 85235 Odelzhausen Germany 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 ---------------------------------------------------------------------------
DGAP-Adhoc: W.E.T. Automotive Systems AG: Offer to Shareholders for Acquisition of Treasury Stock / Confirmation of the Approval of the Domination and Profit and Loss Transfer Agreement by Shareholders' Meeting Planned
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