Sep 15 2006
Degussa AG, Dusseldorf, RAG Projektgesellschaft mbH, Essen, and the shareholders who took legal action against the squeeze-out resolution adopted at Degussa’s Annual Shareholders’ Meeting on May 29, 2006 and the resolution adopted at the same meeting approving the domination and profit-and-loss transfer agreement concluded between Degussa AG and RAG Projektgesellschaft mbH on April 13, 2006, have ended the legal dispute with two settlements at Dusseldorf District Court. The squeeze-out and the domination and profit-and-loss transfer agreement between Degussa AG and RAG Projektgesellschaft mbH have been entered in the Commercial Register and thus taken effect.
RAG Projektgesellschaft mbH has undertaken to pay all minority shareholders of Degussa a further EUR 1.08 per Degussa share under the conditions outlined in the settlement, on top of the previous offer of EUR 44.03 per share, bringing the total payment to EUR 45.11 per share. Shareholders who had already surrendered their shares under the public offer made by RAG Projektgesellschaft mbH on January 25, 2006 will also receive a total payment of EUR 45.11 for each Degussa share surrendered.
Further, the minority shareholders of Degussa AG and the shareholders who accepted the public offer made by RAG Projektgesellschaft mbH on January 25, 2006, have been granted a right to participate in the planned initial public offering of shares of the “white business” of RAG Aktiengesellschaft on the terms detailed in the settlement, at the price set for retail investors, up to a total of EUR 25.00 for every share surrendered as a result of the squeeze-out or under the public offer made by RAG Projektgesellschaft mbH on January 25, 2006. Eligible shareholders who are interested in taking up this offer must register with RAG Projektgesellschaft mbH or a bank named by it by January 2, 2007.
Details of the settlements will shortly be published in the electronic Federal Gazette (elektronischer Bundesanzeiger).