www.lycos-europe.com/eng/files/2009/Minutes_AGM_28-05-2009.pdf
…….
Mr Barma asked what the status was of the sale of Pangora and if an evaluation of
this company had been done.
Mr Mohn replied that Dresdner Kleinwort was advising the Company on the
transaction and that the Company is in progressed discussion with an interested
party. He continued that the current valuation of Pangora was very low, only two
million euro (EUR 2,000,000), and that he would be surprised if the sale price
would be higher than the valuation value currently in the books. It is very likely
the sale price will turn out to be lower than the valuation value.
Mr Barma inquired if the sale of Pangora was certain, pointing out that the
liquidation cost of that company could be quite high due to the number of
employees.
Mr Mohn responded that Pangora currently has contracts with about one hundred
(100) third parties, and that although the purchase price of Pangora could turn out
to be very low, the Company would prefer to sell Pangora in stead of shutting it
down as the amount that would be payable to get out of the existing contractual
obligations would be quite substantial.
Mr Barma referred to item eight (8) on the agenda, regarding the authorization
Mr Barma referred to item eight (8) on the agenda, regarding the authorisation of
the Management Board to repurchase shares on behalf of the Company and asked
if it would not be dangerous to repurchase shares before Pangora was sold,
because without the sale of Pangora there would be no cash available for a
repurchase of shares.
Mr Mohn answered that the Company currently has no plans in place to actually
repurchase any shares and that agenda item eight was just a standard procedure.
Mr Barma then asked if it was considered to sell the Company as an empty shell
listed company with tax losses
Mr Mohn replied that this was indeed considered, but that the restrictions on using
tax losses are very strict in most countries so that the possibility of an interested
party would be very small. One of the few countries that has legal entities that
could be interested in such a empty company carrying tax losses is Sweden and
the Company is currently in negotiations with a Swedish entity over the sale of a
empty subsidiary. But with respect to the Company, it would be very unlikely that
any party would be interested if the Company would still contain al lot of assets
and liabilities, as is the case right now. The first step will be to sell off all assets
and close down the Company's subsidiaries and after that the Company could be
sold as an empty listed entity, although currently there is no indication that there is
an interested party.
Mr Barma asked if there would be another distribution this financial year.
Mr Mohn explained that it is not possible to determine this at this point in time.
However, an additional distribution in two thousand and nine is highly unlikely.
First all outstanding obligations of the Company will have to be identified, but
ifthere would be cash available for a distribution, then of course a distribution
would be made to the shareholders.
Mr Barma inquired if the Company would announce a possible repurchase in the
press.