PrimaCom AG

euro adhoc: PrimaCom AG
Restructuring & Recapitalisations / Ordinary shareholders’ meeting: Approval regarding the transfer of substantially all of the assets of PrimaCom AG to BK Breitband Kabelnetz Holding GmbH and the subsequent liquidation of Prima

--------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. --------------------------------------------------------------------- Mainz, April 16, 2004: The Management Board and the Supervisory Board of PrimaCom AG (the "Company") will propose to the ordinary shareholders’ meeting scheduled to take place in June 2004 that the meeting approve the transfer of substantially all of the assets (except for a claim in the amount of roughly EUR 1.4 million, the grounds and amount of which are, however, in dispute) of the Company to BK Breitband Kabelnetz Holding GmbH, Hamburg, in accordance with Sec. 179 a of the German Stock Corporation Act (Aktiengesetz, AktG) and the subsequent liquidation of the Company. On April 16, 2004, the Company entered into a Purchase and Sale Agreement with BK Breitband Kabelnetz Holding GmbH, an entity ultimately controlled by Apollo Management L.P. ("Apollo") and JPMorgan Chase Bank ("JPM"). Pursuant to such Purchase and Sale Agreement, and subject to the approval of the shareholders’ meeting, the Company has agreed to transfer to BK Breitband Kabelnetz Holding GmbH substantially all of its assets. The Company’s 100% interest in PrimaCom Management GmbH, which manages the business of the PrimaCom group through various controlled companies, and the loans granted by the Company to PrimaCom Management GmbH and other companies of the PrimaCom group form the main part of the assets to be transferred. Following the transfer, BK Breitband Kabelnetz Holding GmbH, as the new holding company, will manage the business of the PrimaCom group. As consideration for the transfer to it of substantially all of the Company’s assets, BK Breitband Kabelnetz Holding GmbH will (i) release and discharge the Company from any and all obligations in connection with the EUR 375 million Second Secured Facility Agreement, dated March 26, 2002; (ii) pay EUR 5 million in cash to the Company; and (iii) assume or fund certain other present and future liabilities, obligations and costs of the Company. As a result, the Company will upon closing of the transaction be discharged almost entirely from its present debt (i.e. from all debt under the Second Secured Facility Agreement). Furthermore, the Management Board and the Supervisory Board expect, based on their current assessment of the likely cost and expense to be sustained by the Company until completion of its liquidation, that any remaining present and future liabilities, obligations and costs of the Company as assumed or funded by BK Breitband Kabelnetz Holding GmbH will be sufficient to cover the costs of liquidation so that the cash consideration in the amount of EUR 5 million should be fully available for distribution to the shareholders following the liquidation of the Company. However, the amount available for distribution to the shareholders cannot be guaranteed and may be less than EUR 5 million depending on various factors (e.g. existence of unforeseen liabilities, actual duration and cost of liquidation). It is contemplated that, at the closing of the transaction, the EUR 1 billion credit facility granted to PrimaCom Management GmbH pursuant to the Senior Facility Agreement, dated September 18, 2000, as amended on March 26, 2002, with currently approximately EUR 494.5 million outstanding, will be fully repaid and substituted with (i) a new senior credit facility to be provided by a syndicate of new senior lenders and (ii) mezzanine financing to be provided by affiliates of Apollo and JPM. The availability of the new senior credit facility is a condition to the closing of the transaction. Furthermore, the entire transaction is subject to antitrust clearance by the competent authorities and fulfillment of other customary conditions precedent, including, but not limited to, (i) approval of the transaction being granted by the shareholders’ meeting of the Company; (ii) no challenges being brought against the resolution of the shareholders’ meeting granting the approval; and (iii) absence of a material adverse change in the business of the PrimaCom group. Additional information regarding the nature of the transaction as well as background information will be included in the invitation to the shareholders’ meeting and in the documents to be displayed. The transaction will be explained in greater detail during the shareholders’ meeting by the Management Board. WKN: 625910, ISIN: DE0006259104. Market segment: CDAX, Prime All Share, Prime Standard, Regulated Market of the Frankfurt Stock Exchange; OTC market of the Stock Exchange of Lower Saxony in Hanover; Stock Exchange of Berlin; Bavarian Stock Exchange; Stock Exchange of Hamburg; Stock Exchange of Bremen (BWB); Stock Exchange of Duesseldorf; and Stock Exchange of Baden-Wuerttemberg. ADRs: ISIN: US74154N1081; CUSIP: 74154N108; OTC Bulletin Board; Symbol: PCAGY. end of announcement euro adhoc 16.04.2004 --------------------------------------------------------------------- Further inquiry note: PrimaCom AG Investor Relations T.: +49(0)6131 944 522 E-Mail: investor@primacom.de Branche: Telecommunications Equipment ISIN: DE0006259104 WKN: 625910 Index: CDAX, Prime All Share, Prime Standard Börsen: Frankfurter Wertpapierbörse / regulated dealing Niedersächsische Börse zu Hannover / free trade Berliner Wertpapierbörse / free trade Bayerische Börse / free trade Hamburger Wertpapierbörse / free trade Bremer Wertpapierbörse (BWB) / free trade Börse Düsseldorf / free trade Baden-Württembergische Wertpapierbörse / free trade

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