Ad-hoc | 29 August 2002 08:29

TePla AG english

Tepla AG: Extraordinary Shareholders’ Meeting approves merger with PVA Ad-hoc-announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. ——————————————————————————– Tepla AG: Extraordinary Shareholders’ Meeting approves merger with PVA Feldkirchen nr. Munich, 29.08.2002: At the extraordinary shareholders’ meeting held on 28 August, the shareholders of TePla AG (securities code 746100),a manufacturer of plasma systems for the semiconductor industry and for industrial surface treatments, approved the agreement for merging their own company and PVA Vakuum-Anlagenbau GmbH, Asslar, to form PVA TePla AG. Approval was given by a resounding majority of 99,9 percent of votes cast, with 35,55 percent of shares being represented. The merger agreement stipulates that PVA, as the transferring company, will be merged with TePla AG retroactively as from the end of 31 December 2001. PVA Vakuum-Anlagenbau GmbH will transfer to TePla AG its entire assets, as well as all rights and obligations, in return for the issuance of TePla shares to the PVA shareholders. The valuation ratio of TePla to PVA is 1: 4.5. When the merger takes effect, TePla shall therefore issue to the former PVA shareholders a total of 17.5 million bearer shares in TePla AG, with a total par value of EUR 1.9 million, in return for the PVA shares, each bearer share representing a one euro of the share capital and entitlement to profits from 1 January 2002 onwards. In order to execute the merger, TePla AG is increasing its share capital by EUR 17.5 million from EUR 3.9 million to EUR 21.4 million through the issuance of new shares. The PVA shareholders’s meeting held on 21 August gave its unanimous approval to the draft merger agreement. When the merger becomes effective, TePla shall apply for the new shares to be admitted to the Regulated Market and accepted for trading on the Neuer Markt segment of the Frankfurt Stock Exchange. Contact Peter Banholzer (IR Manager), +49 (0)89/90503-106, e-mail: peter.banholzer@tepla.com end of ad-hoc-announcement (c)DGAP 29.08.2002 Issuer’s information/explanatory remarks concerning this ad-hoc-announcement: Background For decades already, PVA and TePla have been established suppliers of plant and equipment for eco-friendly production and processing of high-quality materials. The technologies resemble each other in that material surfaces or entire workpieces are treated in a vacuum to match their product characteristics to the needs of industry – at PVA by using high temperatures, at TePla by using plasma. The regional strengths of the two companies also complement each other, since PVA is strong in Europe, whereas TePla has had established production and sales capacities in the USA since buying Metroline, its American subsidiary. Owing to the new partner’s broad customer base in almost all European countries, TePla can substantially accelerate its penetration of Europeanmarkets for industrial plasma applications. At the same time, the broad product range resulting from the PVA-TePla merger will reduce dependence on business cycles in particular sectors of industry. The combined sales power of the two companies will enable new markets – such as photovoltaics, in which both companies have already scored successes – to be handled with greater intensity. The synergies anticipated in research, production and sales will boost the sales and profitability of the merged company. Pooling know-how and expertise will also enable the development of new applications for vacuum systems across all sectors of industry. The new company is advancing to become one of the world’s biggest suppliers of vacuum systems for materials processingand is global leader in crystal growing facilities for wafers and high-performance optics. ——————————————————————————– WKN: 746100; ISIN: DE0007461006; Index: Listed: Neuer Markt in Frankfurt; Freiverkehr in Berlin, Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart 290829 Aug 02