OnVista AG / Contract 13.03.2008 Release 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. --------------------------------------------------------------------------- 13 March 2008 The Management Board and the Supervisory Board of OnVista AG (DE0005461602) today decided to propose to the general shareholders meeting to approve a control and profit and loss transfer agreement which is supposed to be concluded between OnVista AG as the controlled company and Boursorama SA as the controlling company. The general meeting is to be convened on 24 and, if necessary, 25 April 2008. The contract, the potential conclusion of which was already announced in the ad hoc press release of 15 February 2008, requires approval from the general meeting of shareholders of OnVista AG. Boursorama SA, as the majority shareholder, holds 82.49% of the shares in OnVista AG. The draft control and profit and loss transfer agreement calls for Boursorama SA to offer minority shareholders of OnVista AG a settlement in cash, in accordance with the relevant statutory requirements. The offer follows a valuation by Warth & Klein GmbH Wirtschaftsprüfungsgesellschaft, which supported the contracting parties in determining the settlement as well as the annual adjustment payment, paid as an alternative to the acceptance of the cash settlement offered. The company value of OnVista AG determined in connection with the valuation amounts to EUR 115,617k. Per share, this amounts to a value of EUR 17.31. This value falls below the relevant weighted average stock exchange price in the 90 days prior to announcement of the plan on 15 Feb. 2008 (EUR 22.27). According to the draft contract, Boursorama SA, within the scope of the control and profit and loss transfer agreement, will therefore offer the minority shareholders of OnVista AG to purchase their shares for a settlement in cash of EUR 22.27 per share. For shareholders who want to continue to hold an interest in OnVista AG, the draft contract calls for a guaranteed dividend to be paid for each financial year in the amount of EUR 1.30 net per share (EUR 1.48 gross), as suitable adjustment. The adequacy of the adjustment and settlement payment to be offered by Boursorama SA in accordance with § 304 and § 305 of the German Stock Corporation Act (AktG) will be examined by the court-appointed contract auditor Mr. Dipl.-Kfm. Michael Wahlscheidt of Rölfs WP Partner AG Wirtschaftsprüfungsgesellschaft. Contact: Anja Seipp / Mareike Berkling, tel. +49 (0) 2203-9146-306/ -203, email ir@onvista-group.de DGAP 13.03.2008 --------------------------------------------------------------------------- Language: English Issuer: OnVista AG Sophienstr. 3 51149 Köln Deutschland Phone: +49 (0)2203 9146-0 Fax: +49 (0)2203 180 640 E-mail: ir@onvista-group.de Internet: www.onvista-group.de ISIN: DE0005461602 WKN: 546160 Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Hannover, Düsseldorf, Hamburg, München, Stuttgart End of News DGAP News-Service ---------------------------------------------------------------------------
DGAP-Adhoc: OnVista AG proposes approval of the control and profit and loss transfer agreement with Boursorama SA by the general meeting in April / Cash settlement of EUR 22.27 / Guaranteed dividend of EUR 1.30
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