Common shareholders vote against issuing participation certificates

Friday, 06. May 2011 19:36
Drägerwerk AG & Co. KGaA /
Common shareholders vote against issuing participation certificates
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The issuer is solely responsible for the content of this announcement.

- Dräger pays cash compensation

Lübeck - The annual shareholders' meeting of Drägerwerk AG & Co. KGaA today
voted against issuing any additional participation certificates. Pursuant to the
terms and conditions of participation certificates, the annual shareholders'
meeting had to make a decision with regard to issuing new participation
certificates at terms and conditions similar to the capital increase. As the
annual shareholders' meeting disapproved the issuance of new participation
certificates, Dräger will pay cash compensation of EUR 5.48 for each series A
participation certificate, EUR 5.51 each for series K and EUR 5.53 each for
series D plus EUR 0.25 each in interest on top of the distribution for
participation certificates on May 9, 2011.

Dräger participation certificate holders are generally entitled to receive
subscription rights for new participation certificates during a capital increase
with subscription rights if the annual shareholders' meeting approves such
issuance of new participation certificates. As the annual shareholders' meeting
voted against issuing new participation certificates, Dräger will pay cash
compensation to participation certificate holders for the disadvantage they
incurred from the capital increase. Dräger calculated the value of this
disadvantage on the basis of the value of subscription rights for shareholders.
Based on the average stock market price of preferred shares at Frankfurt Stock
Exchange (XETRA) on the five trading days prior to June 16, 2010 of around EUR
51, Dräger determined a market price of EUR 41 for common shares, which was
roughly 20 percent below the market value of preferred shares, by carrying out a
preplacement during an accelerated bookbuilt offering (ABO) to institutional
investors. At EUR 27.50, the subscription price for common shares was about 33
percent down on this value, approximately 46 percent in total below the market
price of preferred shares. The resulting difference amounts to EUR 13.50. As a
result of the previous offer to existing shareholders of buying the new common
shares at a ratio of 10:3, the value of one subscription right per share was EUR
4.05. The Executive Board applied the same logic when calculating the value of
subscription rights which participation certificate holders would stand to lose
if no new participation certificates are being issued. On the basis of the
average stock market price of the various participation certificate series on
the Hamburg Stock Exchange on the five trading days prior to June 16, 2010 of
around EUR 70 each, the Executive Board used the same discounts for fictitious
new "common" participation certificates. For participation certificates, the
difference came to around EUR 18, somewhere between the theoretical price and
theoretical issue price of "common participation certificates". With an
identical subscription ratio of 10:3, cash compensation for each series A
participation certificate is EUR 5.48, EUR 5.51 for series K and EUR 5.53 for
series D. Total compensation entitlements for the approximate 1.4 million
participation certificates therefore amount to roughly EUR 7.8 million before
taxes plus interest of EUR 0.25 per participation certificate accrued since June
16, 2010. The auditing firm KPMG agreed that this amount of compensation is
appropriate.

Stefan Dräger: "We don't need any additional equity from participation
certificates"
"We are pleased with our capital structure and only wish to tap into additional
equity if we can use this money for boosting the value of our Company in the
long term. We would not have any appropriate use for money generated from
issuing more participation certificates," explained Stefan Dräger. The Executive
Board already gave up its right of repaying the buyback value of participation
certificates in the case of termination of contract by the Company in common or
preferred shares in addition to the cash payment option.



Disclaimer
This press release contains forward-looking statements regarding the future
development of the Dräger Group. These forward-looking statements are based on
the current expectations, presumptions, and forecasts of the Executive Board as
well as the information available to it to date and have been prepared to the
best of its knowledge and belief. No guarantee or liability for the occurrence
of the future developments and results specified can be assumed in respect of
such forward-looking statements. Rather, the future developments and results are
dependent on a number of factors. They entail risks and uncertainties beyond the
Company's control and are based on assumptions which could prove to be
incorrect. Notwithstanding any legal requirements to adjust forecasts, we assume
no obligation to update the forward-looking statements contained in this report.
You will find all other financial dates on our website atwww.draeger.com under
Investor Center/Financial Calendar.

Contact

Corporate Communications:
Burkard Dillig
Phone: +49 451 882-2185
burkard.dillig@draeger.com

Investor Relations:
Vanina Hoffmann
Phone: +49 451 882-2685
vanina.hoffmann@draeger.com

Drägerwerk AG & Co. KGaA
Moislinger Allee 53-55
23558 Lübeck, Germany
www.draeger.com




--- End of Message ---

Drägerwerk AG & Co. KGaA
Moislinger Allee 53-55 Lübeck Germany


Listed: Freiverkehr in Börse Stuttgart,
Prime Standard in Frankfurter Wertpapierbörse,
Regulierter Markt in Frankfurter Wertpapierbörse,
Regulierter Markt in Bayerische Börse München,
Regulierter Markt in Börse Berlin,
Regulierter Markt in Hanseatische Wertpapierbörse zu Hamburg,
Regulierter Markt in Börse Düsseldorf,
Regulierter Markt in Niedersächsische Börse zu Hannover;


Press release (PDF):
http://hugin.info/135701/R/1513451/449284.pdf




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Source: Drägerwerk AG & Co. KGaA via Thomson Reuters ONE

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Related Links: Drägerwerk AG & Co. KGaA
Author:
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