Ad Hoc: Corporate Communications vom 17.12.2014
(Ad Hoc:) DAB Bank AG: Squeeze-out under merger law
Munich, December 17, 2014.
BNP Paribas Beteiligungsholding AG today informed the Management Board of DAB Bank AG that it holds a total of 83,417,013 shares of DAB Bank AG, representing around 91.69% of the share capital and the shares. UniCredit Bank AG had previously transferred the shares it held in DAB Bank AG under the terms of the existing acquisition agreement with BNP Paribas Beteiligungsholding AG. Furthermore, BNP Paribas Beteiligungsholding AG had acquired the shares held by those shareholders who had accepted the public acquisition offer. The Management Board of DAB Bank AG has received appropriate voting right notifications in this regard from both BNP Paribas Beteiligungsholding AG and BNP Paribas S.A.
BNP Paribas Beteiligungsholding AG informed the Management Board that it owns shares in DAB Bank AG totaling more than nine-tenths of the share capital (majority shareholder) and, in this capacity, is seeking to merge DAB Bank AG (transferring legal entity) with BNP Paribas Beteiligungsholding AG (absorbing legal entity) in order to simplify the corporate structure. In connection with this merger, the goal is to squeeze out the remaining shareholders (minority shareholders) of DAB Bank AG against payment of appropriate cash compensation pursuant to Section 62 (1) and (5) of the German Reorganization Act in conjunction with Section 327a et.seq. of the German Stock Corporations Act (squeeze-out under merger law).
Pursuant to Section 62 (1) and (5) of the German Reorganization Act in conjunction with Section 327a (1) 1 of the German Stock Corporations Act, BNP Paribas Beteiligungsholding AG has concurrently requested the Management Board of DAB Bank AG to take all necessary measures to ensure that the Shareholders¿ Meeting of DAB Bank AG can adopt a resolution within three months of the conclusion of the merger agreement by and between DAB Bank AG and BNP Paribas Beteiligungsholding AG to transfer the shares held by the minority shareholders of DAB Bank AG to BNP Paribas Beteiligungsholding AG as the majority shareholder against payment of appropriate cash compensation.
DAB Bank AG
The Management Board
Information on the takeover offer of BNP Paribas Beteiligungsholding AGMore Information