Zapf Creation AG

euro adhoc: Financing, Stock Offerings (IPO)
Zapf Creation: BaFin exempts MGA Entertainment, Inc. and Ron Brawer from submitting a mandatory offer

-------------------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. -------------------------------------------------------------------------------- Exemption from mandatory offer by 18.09.2007 Rödental, September 18, 2007 - Zapf Creation AG today announced that it has been notified that the German Federal Financial Supervisory Authority (BaFin) has exempted MGA Entertainment, Inc. and Mr. Ron Brawer from submitting a mandatory offer under Section 37 of the German Securities Acquisition and Takeover Act (WpÜG) in conjunction with Section 9 of the Offer Regulations in case they gain control of the Company. Submitting such an offer would have been mandatory if a shareholder holds at least 30% of a company's voting shares. An exemption was also requested for the shareholders of MGA Entertainment, Inc. who are shareholders of Zapf Creation AG and who act together with MGA Entertainment, Inc. and Ron Brawer. A positive decision regarding these applications is expected in the next weeks. The exemption may be revoked if certain restructuring goals are not reached or reached in time. Details regarding this will be published in an official stock exchange gazette and an electronic distribution system. The decision made by BaFin also makes it possible to implement the financing concept for the Zapf Creation Group that was agreed with a banking syndicate on July 20, 2007. This concept calls for the infusion of equity totaling EUR 30 million as a key requirement for granting a new syndicated loan. Such infusion of equity has been guaranteed by major shareholders. The exemption became necessary after MGA Entertainment, Inc. had agreed to take over that part of the financing package to which Betham Ltd., whose chief executive officer Gustavo Perez is a member of Zapf Creation's Supervisory Board, had originally committed itself. This commitment of MGA Entertainment, Inc. is subject to the conditions that the banks give their consent to an extension of the current loans until November 30, 2007 and that the agreements with the new lenders will be adjusted accordingly. The assumption of this additional obligation became necessary because Betham Ltd. was unable to fulfill its obligations due to legal restrictions. Based on this new situation, it is possible — as soon as the shareholders of MGA Entertainment, Inc. have also been exempted — for MGA Entertainment, Inc. or its shareholders and Ron Brawer to exceed the voting rights threshold of 30% in accordance with the WpÜG without having to submit a takeover offer. end of announcement euro adhoc 18.09.2007 15:55:27 -------------------------------------------------------------------------------- ots Originaltext: Zapf Creation AG Im Internet recherchierbar: http://www.presseportal.ch Further inquiry note: Frank Elsner Frank Elsner Kommunikation für Unternehmen GmbH Phone.: +49 (0) 54 04 - 91 92 0 Fax: +49 (0) 54 04 - 91 92 29 Branche: Consumer Goods ISIN: DE0007806002 WKN: 780600 Index: CDAX, Classic All Share, Prime All Share Börsen: Börse Frankfurt / official dealing/prime standard Börse Berlin / free trade Börse Hamburg / free trade Börse Stuttgart / free trade Börse Düsseldorf / free trade Börse Hannover / free trade Börse München / free trade

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