euro adhoc: WEB.DE AG
Justice/Processes
Alliance with United Internet about
to be executed - Court settlement entered into with plaintiffs
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
12.10.2005
WEB.DE AG (ISIN: DE 000 529 650 3), Karlsruhe, has entered today into a court settlement with all plaintiffs. Hence, the pending actions for rescission and nullity in respect of the resolutions of the Annual General Meeting on July 6/7, 2005, have been withdrawn.
Within the framework of the settlement, WEB.DE AG undertakes to submit the existing empowerment to buy back up to 10 percent of the capital stock (i.e. 3.8 million shares) to the Annual General Meetings in 2006 and 2007 for renewal. At the same time WEB.DE AG undertakes to buy back by August 31, 2007 within the legally allowed framework - on the basis of a separate decision of the Executive Board and taking into account the own shares already held by the company - shares in an amount of 10 percent of the existing capital stock and to make full use in accordance with the respective empowerment. From September 1, 2007, another 10 percent of the then existing capital stock will be bought back on the basis of a separate decision by the Board of Directors and in conformity with the existing statutory provisions. The principal shareholder of the company, Cinetic Gesellschaft zur Entwicklung und Vertrieb von Medientechnik mbH, has undertaken to approve the empowerment resolutions at the respective Annual General Meetings. The obligation for the buyback of shares expires as soon as the share price of WEB.DE AG (XETRA) reaches the price of 11,10 Euro, the approximate current calculational value of cash and cash equivalents per share after the execution of the transaction. Furthermore, WEB.DE AG undertakes to proceed to supplementary reporting at the AGM 2006 to comment on the strategic considerations underlying the decision in favour of the comprehensive alliance with the United Internet Group, the bases of valuation for the portal business and the cooperation with the United Internet Group from the execution of the transaction onwards.
Following the provisions of the court settlement, shareholders are to be given an opportunity to realize the value of the share on the market and to obtain additional information on the transaction. The Executive Board of WEB.DE AG has entered into this agreement in the interest of all shareholders and will now rapidly implement the comprehensive alliance with the United Internet Group adopted with a 99.97 percent majority at the Annual General Meeting. At the end of the day EUR 200 million in cash and 5.8 million United Internet shares will flow into the company. This currently corresponds to a value of more than EUR 360 million.
Contact Person for Press and Media: Oliver Schwartz, Director Communications, tel +49 (0)721 94329 5310, Mail oliver.schwartz@webde.de http://webde-ag.de
Contact Person for Analysts and for Investors: Silvia Teschner, Investor Relations, tel +49 (0)721 94329 2701, Mail ste@webde.de http://webde-ag.de
end of announcement euro adhoc 12.10.2005 14:56:04
Further inquiry note:
Silvia Teschner
Junior Referentin IR
Tel.: +49 (0)721 943292701
E-Mail: ste@webde-ag.de
Branche: Online
ISIN: DE0005296503
WKN: 529650
Index: TecDAX, Prime Standard, HDAX, Midcap Market Index, Prime All
Share, CDAX
Börsen: Frankfurter Wertpapierbörse / regulated dealing
Berliner Wertpapierbörse / free trade
Hamburger Wertpapierbörse / free trade
Baden-Württembergische Wertpapierbörse / free trade
Börse Düsseldorf / free trade
Niedersächsische Börse zu Hannover / free trade
Bayerische Börse / free trade
Bremer Wertpapierbörse (BWB) / free trade