NTT COM SECURITY AG NTT Com Security AG: Merger Squeeze-out
Ismaning, 19 November 2015 - NTT Communications Deutschland GmbH, which holds approx. 93.01% of the share capital of NTT Com Security AG, informed the management board of NTT Com Security AG today of its decision to simplify the group structure and for this purpose merge NTT Com Security AG (as transferring entity) onto NTT Communications Deutschland GmbH (as absorbing entity) in the context of which a squeeze-out of the minority shareholders of NTT Com Security AG shall be carried out pursuant to sec. 62 para. 1 and 5 of the German Transformation Act in conjunction with secs. 327a et seq. of the German Stock Corporation Act. The change of the legal form of NTT Communications Deutschland GmbH into a stock corporation has already been initiated. Therefore NTT Communications Deutschland GmbH intends starting negotiations with NTT Com Security AG on the conclusion of a merger agreement. The merger agreement shall contain the information that a squeeze-out of the minority shareholders of NTT Com Security AG shall be carried out in connection with the merger pursuant to sec. 62 para. 5 sent. 1 of the German Transformation Act in conjunction with secs. 327a et seq. of the German Stock Corporation Act.
Furthermore NTT Communications Deutschland GmbH submitted the request that within three months after the conclusion of the merger agreement the shareholders' meeting of NTT Com Security AG shall resolve upon the compulsory transfer of the shares of the minority shareholders of NTT Com Security AG to NTT Communications Deutschland GmbH as major shareholder against payment of an appropriate cash compensation pursuant to sec. 62 para. 5 sent. 1 of the German Transformation Act in conjunction with sec. 327a para. 1 of the German Stock Corporation Act.
NTT Com Security AG Robert-Bürkle-Straße 3
85737 Ismaning
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