Ad-hoc | 9 March 2006 17:17

Contractual Agreements on the Entrance of Deutsche Bank AG, London and MHB-Bank AG/Lone Star as Major Shareholders and on the Financial Restructuring of Vivanco Gruppe AG

Ad hoc announcement transmitted by DGAP – a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. —————————————————————————— Vivanco Gruppe AG, its essential financial creditors, its current major shareholders Nordholding and NordKB and the future major shareholders Deutsche Bank AG, London and MHB-Bank AG/Lone Star have signed various agreements which aim at a takeover of the majority of shares and at the implementation of a financial restructuring of the company. The investors will in a first step on a pro rata-basis acquire from the financing banks and from the mezzanine creditors, among them various holders of profit participation certificates, claims against Vivanco Gruppe AG with a total nominal value of Euro 112.4 million. The existing real estate lease arrangements are being cancelled. At the same time the investors provide the company with a further credit facility of up to Euro 10.0 million against security. In a second step the investors shall acquire new shares from the conversion of profit participation rights upon the implementation of a capital decrease. Subsequently the investors will contribute to the company claims amounting to about Euro 83.1 million. The remaining part of the purchased debt und the new credit facility will be held by Deutsche Bank AG, London and MHB-Bank AG as a syndicated loan with a three-year-term. The agreements signed today for the realization of the first step have become effective immediately. The implementation of the financial restructuring as the second step is subject to several conditions precedent, among them the antitrust clearance, the granting of an exemption from the obligation to publish and launch a mandatory takeover offer and the registration of the required capital decrease with the commercial register. The agreement purports that following implementation of the financial restructuring the investors will collectively hold 63.9 per cent, the mezzanine creditors (Nordholding and NordKB not included) 5.47 per cent and Nordholding and NordKB collectively 16.89 per cent of the company’s share capital. The resolution on the capital decrease required for implementing this concept of financial restructuring is planned to be passed on a shareholders’ meeting in May 2006. (c)DGAP 09.03.2006 ————————————————————————— language: English emitter: Vivanco Gruppe AG Ewige Weide 15-17 22926 Ahrensburg Deutschland phone: +49(0) 41 022 31-0 fax: +49(0) 41 022 31-2 07 email: vivancoag@vivanco.de WWW: www.vivanco.de ISIN: DE0007602906 WKN: 760290 indexes: stockmarkets: Amtlicher Markt in Frankfurt (General Standard); Freiverkehr in Berlin-Bremen, Düsseldorf, Hamburg, München, Stuttgart End of News DGAP News-Service —————————————————————————