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Dowslake Venture Ltd

euro adhoc: Dowslake Venture Ltd
Mergers - Acquisitions - Takeovers
Ad hoc disclosure pursuant to Art. 10 para 3 WpÜG August 2, 2007 BaFin revokes exemption for Dowslake Venture Ltd.

  Disclosure announcement transmitted by euro adhoc. The issuer is responsible
  for the content of this announcement.
02.08.2007
Hannover, August 2, 2007. In  the  context  of  its  exemption  
proceedings  for Dowslake Venture Ltd., Santa Clara, California as 
well as for Dr. Dan  Yang  and Mr. Zibin Lu, Shanghai, BaFin's 
(German federal  financial  supervisory  agency) notice of 31 July 
2007 revoked its notice  of  17  January  2006,  according  to which 
the same are exempted from making a mandatory takeover  bid  
according  to Art. 35 WpÜG. Basically,  BaFin  states  that  said  
revocation  is  ex  officio admissible, because it was reserved under
Number 3 of the definitive  notice  of 17 January 2006. According to 
BaFin, the revocation is well founded, whereas the right to  revoke 
results from two provisions of the notice of 16  January  2006.  
Further,  BaFin insists that the only precondition for the existence 
of the right to  revoke  is the failure to execute a  capital  
increase  in  kind  of  Pandatel  AG's  share capital by contribution
of all or  at  least  95%  of  the  shares  in  Dowslake Microsystems
Corp. until 31 December 2006 into the  commercial  register  or  if 
the applicants of Pandatel AG were not able to  otherwise  obtain  
ownership  in all or at least 95% of the shares in  Dowslake  
Microsystems  Corp.  until  this date. This precondition is complied 
with,  because  entry  into  the  commercial register of the local 
court Hanover was  made  only  concerning  annual  general meeting's 
resolution of 27 March 2006 regarding share capital increase  but  
not execution of share capital increase. Also, the notice was  issued
on  condition to immediately proof BaFin entry of the share capital 
increase's  execution  for contributing aforementioned shares in 
Dowslake Microsystems Corp.  based  on  an annual general meeting's 
resolution of Pandatel AG. Because execution  of  share capital 
increase was not  entered  into  the  commercial  register,  such  
proof cannot be supplied. In the end,  executing  the  right  of  
revocation  is  also  adequate,  because revoking is a suitable 
measure to eventually  enable  minority  shareholders  of Pandatel AG
to make a desinvestment decision within  a  mandatory  takeover  bid 
who received no mandatory takeover bid according to Art.  35  WpÜG  
due  to  the exemption of the applicants. To grant minority 
shareholders this opportunity  to decide is also necessary. Because, 
based on the fact of the legal initial  state of Art. 35 WpÜG the 
remaining shareholders are to be made a  mandatory  takeover bid in 
case of change of control, from which the  applicants  were  exempted
by the notice of 16  January  2006.  According  to  today's  facts,  
the  basis  of exemption no longer applies and therefore the 
mandatory  situation  of  Art.  35 WpÜG hast to be reestablished as 
it would have applied without exemption.
About Dowslake Headquartered in Santa  Clara  California,  with  a  
manufacturing  facility  in Shanghai China, Dowslake offers to  its  
customers  the  best  of  the  world  - advanced product design and 
low cost manufacturing.  The  product  portfolio  of Dowslake 
includes a series of cost-effective building  blocks  for  fiber  
optic transport technology. Recently Dowslake has acquired  
Rullingnet  (Hongkong)  to develop advanced Ethernet-over-Sonet/SDH 
solutions. Dowslake  customers  include major telecom system makers 
with more  than  65%  of  revenue  from  the  United States, with 
remaining  from  Japan,  China,  and  Israel.  Dowslake  sells  its 
products mainly through a  network  of  independent  sales  partners.
For  more information about Dowslake, please visit 
www.dowslakemicro.com
end of announcement                               euro adhoc 02.08.2007 17:57:58

Further inquiry note:

insignis GmbH
Raik Packeiser
Phone: +49 511 33 65 15 31
Email: Raik.Packeiser@insignis.de

Branche: Technology
ISIN:
WKN:
Börsen: Börse Frankfurt / regulated dealing/prime standard

Plus de actualités: Dowslake Venture Ltd
Plus de actualités: Dowslake Venture Ltd