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Von Roll: Board of Directors Opposes Majority Representation of von Finck minority group of shareholders and Stockpile Capital Increase
Zurich (ots) - Successful strategy shall be continued - controlled growth generates sustainable value - further profitability increases - no controlling majority for a minority group of shareholders - no stockpile capital increase without specific purpose - adequate representation of von Finck group of shareholders imaginable - extraordinary general assembly on 13 August 2007
The board of directors of Von Roll Holding AG plans to adhere to its successful strategy. Von Roll shall continue to achieve double-digit growth rates while simultaneously following a strict risk control management, with above-average profit growth. The board of directors considers strategic continuity and the continuation of the successful management by an experienced industrial executive team as critical to achieve these goals. The board of directors proposes to the shareholders to prevent a minority group of shareholders gaining control. The board rejects the election of four representatives of the von Finck minority group of shareholders. Such action could only be justified by a successful takeover bid to all shareholders. Furthermore, the board proposes to the shareholders to reject the proposed capital increase of an undefined amount and at the discretion of the von Finck minority group of shareholders.
On 15 Mai 2007, the von Finck minority group of shareholders, owning, by their own account, 22% of the Von Roll share capital, deposited two proposals with the board of directors: By adding four additional members, nominated by the von Finck minority group of shareholders, they plan to gain absolute majority on the board and thus control over Von Roll, without having made a takeover bid to the other shareholders. Subject to the election of the four additional board members, the von Finck minority group of shareholders proposes to the shareholders an ordinary capital increase between CHF 7 million and CHF 323 million.
The board of directors has evaluated the demands and recommends to the shareholders (with one dissenting vote of the representative of the von Finck minority group of shareholders) to reject all proposals to the extraordinary general assembly presented by the von Finck minority group of shareholders, since they are diametrically opposed to the interests of the majority of shareholders.
No Corporate Control by a Minority
If the four candidates proposed by the von Finck minority group of shareholders were elected to the board of directors, the minority group of shareholders would be represented with five board members and thus form a controlling majority on the board of directors of Von Roll Holding. Corporate control by a minority group of shareholders gained by such an action opposes the distribution of ownership as well as good corporate governance and would be a sign of disrespect against the majority of shareholders. The proposed balance of power could only be justified by a successful takeover bid to all shareholders.
Since 2000, Gerd Peskes has been the board representative of the von Finck group of shareholders. Based on the equity participation increase of the von Finck group of shareholders to 22%, as announced in March 2007, the board of directors proposed to the von Finck minority group of shareholders that they propose one additional candidate for election to the board. The von Finck group of shareholders rejected the proposal. The chairman of the board, Oskar K. Ronner, said: "We want to build upon Von Roll's successful track record. The composition of the board adequately reflects the shareholdings. Minority control of the company would mean that a majority of shareholders would de facto be denied their influence."
No Stockpile Capital Increase
The board of directors proposes to the shareholders to reject the proposed stock pile capital increase. Absolutely no reasons were given to back up the capital increase proposal of CHF 323 million. The majority of shareholders would have no influence on the allocation of these resources. "We will not propose a capital increase until the company requires additional financial means for specific, planned acquisitions to strengthen the Group's core business. Tapping the full market potential in our core business to ensure further double-digit growth and above-average profit increases can be achieved with the financial means on hand", said Oskar K. Ronner.
Successful Development since 2003
After the thorough and fundamental capital reorganization in 2003, Von Roll successfully achieved a turnaround and in the four years since, the new management has achieved a very positive development.
After focusing on its core business, "Von Roll Isola" increased its sales from CHF 373 million in 2003 to CHF 532 million in 2006, an increase of 43%, achieved by internal growth. The result improved from CHF -52,1 million in 2003 to CHF 23.5 million in 2006. The equity ratio increased from 2% in 2002 to 52% in 2006. After the successful turnaround, Von Roll has developed a strategy for further growth and above-average profit increases - the corresponding measures are being implemented.
Continued Profitable Growth
The board of directors plans to pursue its strategy and considers strategic continuity and the retention of the successful management team as critical requirements.
By exploiting the full potential of the Group's current business, von Roll is capable of further profitable growth. The medium-term guidelines contain a doubling of the sales figures by 2012 to CHF 1 billion, compared to CHF 532 million in 2006. The Group plans to increase its operating EBIT margin to 13-14%, after-tax profit shall quadruple to CHF 100 million. These growth targets can be achieved mainly with own funds.
In addition to its market leadership in insulation systems with mica, the Group plans to gain a leading position in insulation liquids, which should lead to an additional business volume of CHF 1 billion, with above-average earnings potential. This shall be achieved with internal and external growth. Currently, the board of directors assumes that the financing of external growth will eventually lead to a clearly defined capital increase proposal.
Decisions of the Extraordinary General Assembly of 13 August 2007
All proposals will be dealt with at the extraordinary general assembly of 13 August 2007, at 3 pm, at the Kongresshaus Zürich. The board of directors proposes to the shareholders to reject the election of four additional representatives of the von Finck minority group of shareholders to the board of directors of Von Roll Holding AG. Furthermore, the board of directors proposes to the shareholders to reject the proposal of the von Finck minority group of shareholders for an ordinary capital increase.
Von Roll is a leading manufacturer of insulation solutions for generators, motors and cables as well as fibre-reinforced composites for special applications. The products, systems and services contribute to increase energy efficiency and improve fire protection. In 2006, the Group employed 1950 employees and generated sales of CHF 532 million. Von Roll is listed on the SWX Swiss Exchange (ROL, Sec. No. 324535).
Important notice for media representatives and analysts: On 3 July 2007, 10.30 am, Von Roll will hold a media conference at the Park Hyatt in Zurich.
Von Roll Holding AG
Tel. +41 44 204 30 01
Von Roll Holding AG
Tel. +41 44 204 30 01
Cautionary statement regarding forward-looking statements
This communication contains statements that constitute
"forward-looking statements". In this communication, such
forward-looking statements include, without limitation, statements
relating to our financial condition, results of operations and
business and certain of our strategic plans and objectives. Because
these forward-looking statements are subject to risks and
uncertainties, actual future results may differ materially from those
expressed in or implied by the statements. Many of these risks and
uncertainties relate to factors which are beyond Von Roll's ability
to control or estimate precisely, such as future market conditions,
currency fluctuations, the behavior of other market participants, the
actions of governmental regulators and other risk factors detailed in
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of the date of this communication. Von Roll disclaims any intention
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whether as a result of new information, future events or otherwise.