EANS-News: Balda AG
Extraordinary General Meeting of Balda AG confirms the
supervisory board members
08.02.2012 – 22:13
-------------------------------------------------------------------------------- Corporate news transmitted by euro adhoc. The issuer/originator is solely responsible for the content of this announcement. -------------------------------------------------------------------------------- Annual & Special Corporate Meetings Subtitle: - U.S.-Hedge Funds fails with motions for dismissal - Executive and Supervisory Board affirmed necessity to further develop Baldas operative business - Executive Board announces special investigation (Sonderprüfung) Bielefeld (euro adhoc) - Bielefeld, 8 February 2012 - The extraordinary general meeting of Balda AG, Bad Oeynhausen, today confirmed the members of the supervisory board in their office. Thereby, the motion of the minority shareholder Octavian Special Master Fund, L.P., New York, to dismiss the three members of the board in order to staff it with three of its own candidates, failed. With a presence of 76.9 % of the share capital of the company, the motions of Octavian to dismiss Dr. Michael Naschke (Chairman), Mr. Yu-Sheng Kai and Mr. Chun-Chen Chen received the required approval of more than 50 % of the votes cast in none of the three cases. The Supervisory Board members were confirmed in their office with a clear majority of the votes cast. As a consequence, the election of the three candidates for the supervisory board proposed by Octavian were no longer relevant. The U.S-Investor has notified a holding of 5.22 % of the voting rights in Balda AG. Dr. Michael Naschke made clear before about 300 shareholders that the current executive board presided by the Chief Executive Officer Dominik Müser has been assigned to put the company back on a growth course in order to make Balda profitable again. The very valuable 16 %-shareholding in the Taiwanese touch screen producer TPK Holding Co., Ltd. shall be disposed of without haste and in line with the future strategy of the operative business. CEO Dominik Müser announced to present a detailed strategy for Balda at the ordinary general meeting in May. "I am very happy", Dr. Naschke commented, "that the obvious attempt of Octavian, to take over the power at Balda in order to sell the TPK shareholding as fast as possible, has been rejected. The vote of the general meeting is a clear mandate for the executive and the supervisory board to sustainably and responsibly further develop Balda. The Executive Board announced at the general meeting to conduct a special investigation (Sonderprüfung) in agreement with the Supervisory Board. The special investigation will deal with the question whether corporate bodies of Balda AG can be accused of misconduct in connection with the attempts to sell the shareholding in TPK Holding Co, Ltd. in 2011 and whether the company has suffered subsequent damages. The results of the special investigation shall be presented at the ordinary general meeting 2012. Dominik Müser, Chairman of the Executive Board: "The special investigation is a necessary step in order to create transparency of the operations in 2011 and, in the interest of Balda, to end the current speculations and assertions." Company profile of Balda AG The Balda Group develops and produces complete plastic assemblies, electronic products and products for the medical technology industry. Balda´s customers are leading companies in the pharmaceutical, medical technology, consumer electronics electronic communications and mobile phone markets. The Group is internationally positioned with production sites in Germany and Malaysia. A subsidiary in the USA operates in product design and development. Within the scope of its shareholding in a leading touchscreen manufacturer in China, Balda is participating in the dynamic development of the touchscreen displays market. This Corporate News announcement contains forward-looking statements, which are based on the current expectations of Balda´s management. They therefore contain a range of risks and uncertainties because they relate to future events and depend on circumstances that will occur in the future, such as, for example, developments in the mobile communications industry, changes in technology and the ability to timely and successfully develop new products and various other factors. Balda will neither revise these forward-looking statements nor correct them in the event of any unexpected development, unless there is a legal obligation to do so. This Corporate News announcement represents neither an offer to buy shares nor an invitation to submit an offer to buy shares in the United States or any other country. The shares in Balda AG (the "shares") may not be offered or sold in the United States or to or for the account of U.S. persons (as defined in Regulation S of the U.S. Securities Act of 1933, in its current version (the "Securities Act")), unless they are registered or are exempt from registration under the Securities Act. The shares have not been and will not be registered under the Securities Act. Further inquiry note: Frank Elsner Frank Elsner Kommunikation für Unternehmen GmbH Tel.: +49 - 54 04 - 91 92 0 Fax: +49 - 54 04 - 91 92 29 Mail: office@elsner-kommunikation.de end of announcement euro adhoc -------------------------------------------------------------------------------- company: Balda AG Bergkirchener Str. 228 D-32549 Bad Oeynhausen phone: +49 (0) 5734 9 22-0 FAX: +49 (0) 5734 922-2747 mail: info@balda.de WWW: http://www.balda.de sector: Semiconductors & active components ISIN: DE0005215107 indexes: CDAX, Prime All Share stockmarkets: free trade: Berlin, München, Hamburg, Düsseldorf, Stuttgart, regulated dealing/prime standard: Frankfurt language: English