MBT Systems GmbH further invited the management board of Roth & Rau AG to discuss the measures required in order to conclude the control and/or profit transfer agreement.
Following completion of the voluntary public takeover offer made by MBT Systems GmbH to the shareholders of Roth & Rau AG, MBT Systems GmbH now holds a stake exceeding 75 percent in the share capital and voting rights of Roth & Rau AG.
The management board of Roth & Rau AG thereupon resolved to proceed with the negotiations with MBT Systems GmbH on the conclusion of the control and/or profit transfer agreement in the next days and to commence discussions with MBT Systems GmbH accordingly.
In particular, the objective is in accordance with the legal requirements to determine and agree, over the coming weeks, in accordance with the legal requirements, the amount of the appropriate compensation (Ausgleich) payable to outside shareholders pursuant to section 304 (1) of the German Stock Corporation Act (Aktiengesetz; AktG) and the appropriate consideration (Abfindung) pursuant to section 305 (1) AktG.
The approval of the general meeting of Roth & Rau AG is required for the envisaged control and/or profit transfer agreement. MBT Systems GmbH believes that an extraordinary general meeting to resolve on the approval of the control and/or profit transfer agreement could be held before the end of the year. The management board of Roth & Rau AG will revise this timetable.
MBT Systems GmbH further informed the management board of Roth & Rau AG today that it also intends to initiate a squeeze-out of Roth & Rau AG minority shareholders once the relevant threshold has been reached.
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