Dec 22 2005
RAG Aktiengesellschaft, Essen, Germany (RAG), which holds a 50.1 percent interest in Degussa AG (Degussa) through its wholly owned subsidiary RAG Projektgesellschaft mbH (RPG), announced today that it intends to acquire all remaining shares in Degussa.
In a basic agreement signed today, RAG and E.ON AG (E.ON) have apparently agreed on the divestment of the 42.86 percent of Degussa’s capital stock held by E.ON to RPG effective July 1, 2006. According to the notification from RAG, the contracts to be concluded with E.ON will be subject to the proviso, inter alia, that approval is obtained from the Federal Republic of Germany and the Federal State of North Rhine-Westphalia.
At the same time, RAG intends to make a voluntary public offer to all other Degussa shareholders via its subsidiary RPG to acquire their shares at a price of EUR 42 per share. It has notified the Board of Management of Degussa in writing of the decision to make a public offer in accordance with Section 10 Paragraph 5 of the German Securities Acquisition and Takeover Act (WpÜG). E.ON will not tender its shares in Degussa as part of the planned public tender offer by RPG. RPG is expected to publish the offer documents required under Section 11 WpÜG in January 2006. The Board of Management and Supervisory Board of Degussa will then issue an opinion on the offer made by RAG as required by Section 27 WpÜG.
Once the public offer has been completed, RAG intends to launch a squeeze-out of minority shareholders in Degussa in accordance with Section 327a et seq. of the German Stock Corporation Act (AktG). The squeeze-out resolution will be put to a meeting of Degussa shareholders, probably in July 2006.
RAG intends to provide an adjustment clause to make sure that shareholders who tender their Degussa shares to RPG under the public offer are not treated less favorably than the minority shareholders in the subsequent squeeze-out.
Degussa welcomes the agreement on the planned acquisition of E.ON’s shares in Degussa by RAG. It has established a fundamental basis for a stable shareholding structure to continue. We are confident that RAG will carry on giving its constructive support to our strategy for achieving profitable growth so that Degussa can successfully develop further.