A settlement was reached today before Dortmund Regional Court in the award proceedings between the applicants, including the joint representatives, and GEA Group Aktiengesellschaft. The award proceedings are related to the control and profit transfer agreement dating from 1999 between Metallgesellschaft AG (whose legal successor is GEA Group Aktiengesellschaft) and the former GEA AG, which was later merged with it. Under the settlement, GEA Group Aktiengesellschaft has followed the court’s suggestion and undertaken to retroactively award increased compensation in shares and to increase the compensation in cash (dividend guarantee).
Based on the exchange ratio agreed today (31 shares of GEA Group Aktiengesellschaft for 15 shares of the former GEA AG), up to approximately 13.42 million new shares will be issued as increased share-based compensation to those external shareholders of the former GEA AG who had already in 1999 opted to receive shares as a compensation as provided for in the control and profit transfer agreement. A further up to approximately 1.68 million new shares of GEA Group Aktiengesellschaft may potentially have to be issued upon request on the basis of the abovementioned exchange ratio to those shareholders of the former GEA AG who ceased to be shareholders of the former GEA AG in the course of the 2005 squeeze-out in return for a cash compensation payment in accordance with sections 327a ff. of the German Stock Corporation Act (Aktiengesetz). In return, these former GEA AG shareholders would then have to pay back to GEA Group Aktiengesellschaft the squeeze-out cash compensation consisting of EUR 53 per share of the former GEA AG plus interest, which they had received earlier.
In addition, those shareholders of the former GEA AG who received cash compensation payments on the basis of the control and profit transfer agreement will be entitled to increased compensation in the total amount of approximately EUR 0.83 million.
GEA Group Aktiengesellschaft intends to create contingent capital at its 2012 Annual General Meeting in order to create the new shares in an amount required by the settlement. The creation of the shares will not impact earnings.
The validity of the settlement is subject to the condition precedent that the contingent capital of GEA Group Aktiengesellschaft that is needed to create the new shares is finally registered with the commercial register. The award proceedings will be terminated upon validity of the settlement.