Ad-hoc-Meldung/Ad hoc Release
nach § 15 WpHG / pursuant to § 15 of the German Securities Trading Act
UniCredit resolves on Squeeze-out in HVB and BA-CA
Today, the Board of Directors of UniCredito Italiano S.p.A. ("UniCredit") as the main shareholder of Bayerische Hypo- und Vereinsbank AG ("HVB") and of Bank Austria Creditanstalt AG ("BA-CA") has adopted a resolution in favor of starting a squeeze-out procedure in both banks and will address formal requests to their respective management boards. UniCredit currently owns 95 % of the share capital of HVB and 94.98% of the share capital of BA-CA, allowing this move according to German and Austrian law respectively.
In order to effect the squeeze-out in HVB, UniCredit intends to have a shareholders' resolution pursuant to secs. 327 a ff. German Stock Corporation Act to take place preferably in the upcoming annual shareholders' meeting of HVB on 16 May 2007. In accordance with legal requirements, UniCredit will offer a fair cash compensation for each outstanding HVB bearer share, based on an expert opinion. The fairness of such compensation will be reviewed by an expert to be selected and appointed by the competent court of Munich.
In order to effect the squeeze-out in BA-CA, UniCredit intends to propose a shareholders' resolution pursuant to the Austrian Squeeze-out Act preferably in the upcoming shareholders' meeting to take place on or before 3 May 2007. In accordance with legal requirements, UniCredit will offer a fair cash compensation for each outstanding BA-CA bearer share. UniCredit and BA-CA will determine such squeeze-out price jointly, based on an expert opinion, and its fairness will be reviewed by an expert to be appointed by the Commercial Court of Vienna upon a joint request by UniCredit and BA-CA. In any case, UniCredit aims to preserve the position of AVZ and BR-Funds as well as their contractual rights provided for by the existing Restated Bank of the Regions Agreement.
Milan, 23 January 2007
UniCredito Italiano S.p.A.
Via San Protaso 1/3
20121 Milano
Italien
Securities listed on German regulated markets:
ISIN IT0000064854
WKN: 850832
Listed: Official Market (Amtlicher Markt), Frankfurt Stock Exchange (General Standard)
Enquiries:
Media Relations:
+39 02 88628236; e-mail: MediaRelations@unicreditgroup.eu
Investor Relations:
+39 02 88628715; e-mail: InvestorRelations@unicreditgroup.eu
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