DGAP-Adhoc: Graphit Kropfmühl AG: AMG Mining AG is seeking the merger of Graphit Kropfmühl AG with itself as principal shareholder excluding the minority shareholders of Graphit Kropfmühl AG (so-called squeeze-out-merger)

| Source: EQS Group AG EQS Group AG 

Graphit Kropfmühl AG  / Key word(s): Squeeze Out

01.06.2012 16:02

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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Kropfmühl, 1 June 2012 --- AMG Mining AG, with its registered office in
Munich, Germany, informed the management board of Graphit Kropfmühl AG
today that, in total, it holds about 93.59 % of the share capital and
shares of Graphit Kropfmühl AG. AMG Mining AG is an indirect subsidiary of
AMG Advanced Metallurgical Group N.V., Amsterdam, The Netherlands.

AMG Mining AG also advised the management board of Graphit Kropfmühl AG
today that, as principal shareholder of Graphit Kropfmühl AG, it intends to
commence negotiations concerning the conclusion of a merger agreement by
means of which Graphit Kropfmühl AG will be merged with AMG Mining AG. The
merger agreement is to include the statement that, in connection with the
merger, the other shareholders of Graphit Kropfmühl AG are to be excluded
pursuant to Sec. 62 Para. 5 Sentence 1 of the German Transformation Act in
conjunction with Secs. 327a et seq. of the German Stock Corporation Act
(so-called squeeze-out-merger).

Hence, AMG Mining AG has also submitted a request to the management board
of Graphit Kropfmühl AG pursuant to Sec. 62 Para. 5 Sentence 1 of the
German Transformation Act in conjunction with Sec. 327a Para. 1 of the
German Stock Corporation Act that, in connection with the intended merger,
the shareholder meeting of Graphit Kropfmühl AG shall resolve on the
transfer of the shares of all other shareholders (minority shareholders) to
AMG Mining AG in return for reasonable cash compensation.

The management board intends to enter into negotiations concerning the
conclusion of a corresponding merger agreement with AMG Mining AG and, in
accordance with the request submitted by AMG Mining AG, to include the
resolution regarding the transfer of all minority shareholders' shares to
AMG Mining AG as principal shareholder in return for reasonable cash
compensation as an agenda item in the invitation to the annual shareholder
meeting scheduled for 27 August 2012.


Information on the company
Graphit Kropfmühl AG is a specialist in the production of silicon-metal and
a globally leading supplier of refined natural graphite, with locations in
Europe, Asia and Africa. The company, which is listed in the Prime Standard
(ISIN: DE0005896005), provides its customers with silicon-metal and
graphite solutions for the most versatile applications. Silicon-metal is
used in the chemical, aluminium, semiconductor and solar cell industries.
High-quality graphite among other things is used in lubricants, carbon
brushes for electric motors, and in the chemical industry, for example for
thermal insulation and energy saving programs.


01.06.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      Graphit Kropfmühl AG
              Langheinrichstraße 1
              94051 Hauzenberg
              Germany
Phone:        +49 (0)8586/609-197
Fax:          +49 (0)8586/609-111
E-mail:       ir@gk-graphite.com
Internet:     www.gk-graphite.com
ISIN:         DE0005896005
WKN:          589600
Listed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
              in Berlin, Düsseldorf, Hamburg, München, Stuttgart
 
End of Announcement                             DGAP News-Service
 
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