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. --------------------------------------------------------------------------- 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 --------------------------------------------------------------------------- Language: English Company: Graphit Kropfmühl AG LangheinrichstraÃe 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 ---------------------------------------------------------------------------
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)
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