A settlement was reached today before Dortmund Regional
Court in the award proceedings between the applicants,
including the joint representatives, and GEA Group
Aktiengesellschaft. The award proceedings are related to
the control and profit transfer agreement dating from 1999
between Metallgesellschaft AG (whose legal successor is GEA
Group Aktiengesellschaft) and the former GEA AG, which was
later merged with it. Under the settlement, GEA Group
Aktiengesellschaft has followed the court's suggestion
and undertaken to retroactively award increased
compensation in shares and to increase the compensation in
cash (dividend guarantee).
Based on the exchange ratio agreed today (31 shares of GEA
Group Aktiengesellschaft for 15 shares of the former GEA
AG), up to approximately 13.42 million new shares will be
issued as increased share-based compensation to those
external shareholders of the former GEA AG who had already
in 1999 opted to receive shares as a compensation as
provided for in the control and profit transfer agreement.
A further up to approximately 1.68 million new shares of
GEA Group Aktiengesellschaft may potentially have to be
issued upon request on the basis of the abovementioned
exchange ratio to those shareholders of the former GEA AG
who ceased to be shareholders of the former GEA AG in the
course of the 2005 squeeze-out in return for a cash
compensation payment in accordance with sections 327a ff.
of the German Stock Corporation Act (Aktiengesetz). In
return, these former GEA AG shareholders would then have to
pay back to GEA Group Aktiengesellschaft the squeeze-out
cash compensation consisting of EUR 53 per share of the
former GEA AG plus interest, which they had received
earlier.
In addition, those shareholders of the former GEA AG who
received cash compensation payments on the basis of the
control and profit transfer agreement will be entitled to
increased compensation in the total amount of approximately
EUR 0.83 million.
GEA Group Aktiengesellschaft intends to create contingent
capital at its 2012 Annual General Meeting in order to
create the new shares in an amount required by the
settlement. The creation of the shares will not impact
earnings.
The validity of the settlement is subject to the condition
precedent that the contingent capital of GEA Group
Aktiengesellschaft that is needed to create the new shares
is finally registered with the commercial register. The
award proceedings will be terminated upon validity of the
settlement.
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