BWT Aktiengesellschaft

euro adhoc: BWT Aktiengesellschaft
Mergers - Acquisitions - Takeovers

@@start.t1@@--------------------------------------------------------------------------------   Disclosure announcement transmitted by euro adhoc.   The issuer is responsible for the content of this announcement. --------------------------------------------------------------------------------@@end@@


Mondsee, 28 June 2005: BWT Aktiengesellschaft, Europe's market leader in the water treatment sector, is planning to spin off its wholly owned subsidiary Christ Water Technology AG that operates the business division Aqua Systems Technologies (AST). The two other business divisions, Aqua Ecolife Technologies (AET) and Fuel Cell Membrane Technologies (FCMT), will remain part of BWT.

The three business divisions each operate with differing business profiles on markets that are exposed to complex market dynamics. The aim of the planned move will be to gain a clearer separation between the divisions in future, allowing better definition of the AST division's market presence on the one hand and of that of the AET und FCMT divisions remaining within BWT Aktiengesellschaft on the other, as well as sharpening up the corporate profiles of the individual divisions and so creating the potential for dynamic and profitable growth to continue in all three divisions.

On this basis, BWT Aktiengesellschaft and its wholly owned subsidiary, Christ Water Technology AG, entered into a separation and takeover agreement on 27 June 2005 according to which all the shares held by BWT Aktiengesellschaft in Christ Water Technology AG are to be transferred by way of universal succession to Christ Water Technology AG with retroactive effect to 31 December 2004 and simultaneously transferred to the shareholders of BWT Aktiengesellschaft at a ratio of 1:1. Each BWT shareholder will therefore receive one share in Christ Water Technology AG for each share they hold in BWT Aktiengesellschaft. Accordingly, the share capital of Christ Water Technology AG is to be increased prior to this, so that - as with BWT Aktiengesellschaft - its share capital will amount to EUR 17,833,500 broken down into 17,833,500 no par value shares. Since the separation and takeover agreement specifies that all the shares in Christ Water Technology AG are in future to be held by the shareholders of BWT Aktiengesellschaft, Christ Water Technology AG, and with it the AST division, will have been spun off from the BWT Group and put on an independent footing following the change of legal form.

This move should guarantee the continuity of the AST division by the fact that Christ Water Technology AG will remain under the chairmanship of Dr Karl Michael Millauer whilst BWT Aktiengesellschaft will continue with Mr Andreas Weissenbacher as chairman.

The planned separation is to take place subject amongst other things to the approval of the Supervisory Board and general meeting of shareholders of BWT Aktiengesellschaft. The Management Board of BWT Aktiengesellschaft intends to submit the planned change of legal form for approval by the general meeting after further evaluation of the structure of the intended autonomy of the AST division and examination by the Supervisory Board. No date has yet been set for the general meeting, but it will be announced within the near future in view of the relevant deadlines for the procedure for changing the legal form.

Immediately following the registration in the Companies Register, the shares in Christ Water Technology AG are to be quoted in the Prime Segment of the Official Market of the Vienna Stock Exchange. They will be freely tradable and subject to no restrictions on transfer.

Issuer: BWT Aktiengesellschaft, Walter-Simmer-Straße 4, A - 5310 Mondsee. The shares in BWT Aktiengesellschaft, ISIN AT0000737705, are quoted on the Prime Market segment of the Official Market of the Vienna Stock Exchange.

@@start.t2@@end of announcement                                                 euro adhoc 28.06.2005 08:00:00

ots Originaltext: BWT Aktiengesellschaft
Im Internet recherchierbar:

Further inquiry note:
BWT Aktiengesellschaft
Walter-Simmer-Straße 4
A- 5310 Mondsee
Tel.: +43 6232 5011-1113
Fax:  +43 6232 5011-1196

Branche: Water Supply
ISIN:      AT0000737705
WKN:        0737705
Börsen:    Wiener Börse AG

Weitere Meldungen: BWT Aktiengesellschaft

Das könnte Sie auch interessieren: