The Managing and Supervisory Boards of BBI Bürgerliches Brauhaus Immobilien AG ("BBI AG") today resolved to make a proposal to the General Meeting to agree to the profit and loss transfer agreement between VIB Vermögen AG as the controlling company and BBI Bürgerliches Brauhaus Immobilien AG as the controlled company. The General Meeting of BBI AG is to be called for June 18, 2008. The agreement, for which the possible conclusion was already announced in an ad hoc disclosure dated April 4, 2008, requires the approval of the General Meetings of both BBI AG and VIB Vermögen AG to become effective. The profit and loss transfer agreement was signed today by the Managing Boards of BBI AG and VIB Vermögen AG, Neuburg an der Donau.
The profit and loss transfer agreement stipulates that VIB Vermögen AG will offer the minority shareholders of BBI AG ("outstanding shareholders") reasonable compensation in shares, taking the statutory requirements into account. The offer is based on a valuation of BBI AG and VIB Vermögen AG. The exchange ratio identified on the basis of these corporate valuations totals 8.02 BBI shares to 11.62 VIB shares. Each outstanding shareholder of BBI AG who wishes to avail of the compensation offer will receive 1.45 shares of VIB Vermögen AG for each share of BBI. Any fractions that result from the exchange ratio will be settled in cash by VIB Vermögen AG.
The profit and loss transfer agreement includes a fixed annual settlement of EUR 0.64 per no-par value share of BBI AG as reasonable compensation for shareholders who want to retain an interest in BBI AG, i.e., who do not want to accept the compensation offer made to them by VIB Vermögen AG.
The reasonable nature of the compensation and settlement payment to be offered by VIB AG within the meaning of Section 304, 305 of the AktG will be reviewed by the court-appointed auditor, ALEGRO GmbH Wirtschaftsprüfungsgesellschaft, Regensburg.
The profit and loss transfer agreement stipulates that VIB Vermögen AG will offer the minority shareholders of BBI AG ("outstanding shareholders") reasonable compensation in shares, taking the statutory requirements into account. The offer is based on a valuation of BBI AG and VIB Vermögen AG. The exchange ratio identified on the basis of these corporate valuations totals 8.02 BBI shares to 11.62 VIB shares. Each outstanding shareholder of BBI AG who wishes to avail of the compensation offer will receive 1.45 shares of VIB Vermögen AG for each share of BBI. Any fractions that result from the exchange ratio will be settled in cash by VIB Vermögen AG.
The profit and loss transfer agreement includes a fixed annual settlement of EUR 0.64 per no-par value share of BBI AG as reasonable compensation for shareholders who want to retain an interest in BBI AG, i.e., who do not want to accept the compensation offer made to them by VIB Vermögen AG.
The reasonable nature of the compensation and settlement payment to be offered by VIB AG within the meaning of Section 304, 305 of the AktG will be reviewed by the court-appointed auditor, ALEGRO GmbH Wirtschaftsprüfungsgesellschaft, Regensburg.
