EANS-Adhoc: Unternehmens Invest AG
UIAG: Reversal of acquisition of
Eternit-Group investment
ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement.
Company Information
28.05.2009
The intended acquisition of 80% of the shares in Eternit-Werke Ludwig Hatschek AG by Unternehmens Invest AG, which was supposed to partly take place by a capital increase through contributions in kind and partly by purchase, will not take place. The related resolution on a capital increase passed in the ordinary general meeting of 14 January 2009 as well as all the associated resolutions were contested by a shareholder. Corresponding proceedings are currently pending with the Vienna Commercial Court at first instance. The other shareholders of CROSS Industries AG in Eternit-Werke Ludwig Hatschek AG approved Eternit´s acquisition by Unternehmens Invest AG provided that the purchase as well as the contributions in kind will take place by 31 May 2009. Due to the action in rescission concerning the capital increase resolution, CROSS Industries AG has not subscribed to the contested capital increase yet. Consequently, CROSS Industries AG hasn´t yet been committed to provide contributions in kind. Thus, there hasn´t been a capital increase so far.
As the complete acquisition of 80% of the shares in Eternit by Unternehmens Invest AG by 31 May 2009 appears to be impossible and the situation remains delicate due to the action in rescission and in particular the uncertain duration of proceedings, CROSS Industries AG has decided to not subscribe to the capital increase resolved upon on 14 January 2009 and to change investment decisions with regard to its interest in Eternit-Werke Ludwig Hatschek AG. That´s why CROSS Industries AG has sold its 80% investment in Eternit-Werke Ludwig Hatschek AG with today´s date to the FibreCem Group, which includes the Eternit (Schweiz) AG, located in Niederurnen/ Switzerland, by means of a share purchase agreement.
The Management Board of Unternehmens Invest AG will instantaneously convene an extraordinary general meeting, focusing on the annulment of the capital increase resolution passed at the general annual meeting of 14 January 2009 and associated resolutions. Moreover, it will be necessary to annul the revised version of § 5 2nd paragraph of the memorandum (authorised capital) that was passed incontestably at the ordinary general meeting of 14 January 2009 and to pass a new resolution
end of announcement euro adhoc
Further inquiry note:
Vorstand der UIAG
Mag. Friedrich Roithner
Tel.: +43 (1) 405 97 71-0
mailto:office@uiag.at
Branche: Financial & Business Services
ISIN: AT0000816301
WKN: 882788
Index: WBI, ATX Prime
Börsen: Wien / official market