euro adhoc: Advanced Medien AG / Advanced Medien AG announces details about the merger with FAST SERVER AG (E)
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Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
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Advanced Medien AG announces details about the merger with FAST SERVER AG
Munich, October 16, 2003 - Advanced Medien AG (ISIN DE-0001262186, SIN 126218) today announced that its merger with FAST TV SERVER AG by way of a capital increase against non-cash contribution in the amount of EUR 5,199,360.00 is scheduled to be approved by the shareholders of Advanced Medien AG at an extraordinary shareholders' meeting on December 1, 2003.
Based on the merger report and the audit report of the court-appointed merger auditor, the value of Advanced Medien AG has been set at EUR 3,973,068.834 or EUR 2.213 per share. The value of the company thus exceeds its market capitalization of EUR 3,052,350.00, which has been calculated on the basis of the stock's average price in the three months prior to the announcement of the intended merger on September 30, 2003. FAST TV SERVER AG has been found to have a value of EUR 11,505,104.524 or EUR 151.945 per share. This results in a merger ratio between Advanced Medien AG and FAST TV SERVER AG of 25.669%:74.331% or 1:2.896.
For the shareholders of FAST SERVER AG, this translates into a exchange ratio of 68.662 shares of Advanced Medien AG for each share of FAST TV SERVER AG.
To finance the further development of the business of FAST TV SERVER AG, the shareholders' meeting will also be asked to carry out a cash capital increase by up to 3,497,430 new shares and to create new authorized capital in the same amount. Plans are to offer the new shares both to existing shareholders and new large investors. After the complete placement of this capital increase and the successful merger of FAST SERVER AG, the total number of shares will increase to 10,492,290.
For more information, please see the latest shareholder letter or the company's website where further details will be published on October 20, 2003.
The management board
end of announcement euro adhoc 16.10.2003
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Further inquiry note: Advanced Medien AG, Susanne Rehm
Branche: Media ISIN: DE0001262186 WKN: 1260218 Index: CDAX, Classic All Share, Prime All Share, Prime Standard Börsen: Frankfurter Wertpapierbörse / regulated dealing Niedersächsische Börse zu Hannover / free trade Berliner Wertpapierbörse / free trade Bayerische Börse / free trade Börse Düsseldorf / free trade Baden-Württembergische Wertpapierbörse / free trade
