Hannover/Hamburg, 28. Dezember 2004.
Aktionäre stimmen dem Beherrschungs- und Gewinnabführungsvertrag sowie dem Verschmelzungsvertrag zu
Green Light for Integration of Phoenix into ContiTech
Shareholders accept control and profit and loss transfer agreement as well as merger agreement
Hanover/Hamburg, December 28, 2004. After procuring more than 75% of the Phoenix capital stock in November, the Continental subsidiary ContiTech AG may in the future exercise a dominating influence over Phoenix AG following the vote of the Phoenix shareholders. At the extraordinary shareholders meeting of Phoenix AG on December 28, the shareholders of the Hamburg company approved a corresponding control and profit and loss transfer agreement which had already been concluded between Phoenix and ContiTech on November 16. The agreement will go into effect as soon as it has been entered in the commercial register.
In this agreement, ContiTech AG guarantees the outside shareholders of Phoenix a compensation payment of 1.27 euro net per share (1.39 euro gross) for each full financial year. In addition, ContiTech offers to purchase the Phoenix shares from all Phoenix shareholders by paying compensation of 18.89 euro per share.
The shareholders meeting also approved the merger agreement between Phoenix and ContiTech. The merger into ContiTech AG as absorbing entity goes into effect as soon as the agreement has been entered in the commercial register. Phoenix shareholders will then receive for each Phoenix share in the proportionate amount of the capital stock of 2.60 euro one ContiTech share in the proportionate amount of the capital stock of 1.00 euro. They are also entitled to offer to sell the ContiTech shares they have received to ContiTech AG for a compensation payment of 18.89 euro per share.
"The world´s largest specialist for rubber technology – excluding tires – can now evolve here in Germany under the umbrella of the Continental corporation in the foreseeable future," stressed Continental Executive Board chairman Manfred Wennemer.
"This decision will safeguard the competitive ability worldwide of a company that will ultimately arise from the merging of these two historic German companies," said Meinhard Liebing, spokesman of the Phoenix Managing Board. The future ContiTech AG will have a worldwide workforce of about 24,000 and initially realize sales of between 2.5 and 3 billion euro.
The Continental Corporation is a leading supplier of brake systems, chassis components, vehicle electronics, tires and technical elastomers. In 2003 the corporation realized sales of EUR11.5 billion. At present it has a worldwide workforce of about 73,000.
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