Commercial Register Entry Seals Phoenix Takeover

Continental AG, Hanover, can now proceed with the integration of the Hamburg-based Phoenix AG into its ContiTech AG subsidiary. The control and profit and loss transfer agreement between ContiTech AG as con-trolling enterprise and Phoenix AG as dependent enterprise was entered into the commercial register on 9 March, 2005. The agreement, approved at an extraordinary meeting of Phoenix AG shareholders on 28 December, 2004, can therefore go to effect.

“Entry in the commercial register confirms our confidence that court action to invalidate the control and merger would prove in vain,” said the Continental executive board chairman, Manfred Wennemer. “This decisive step further clarifies the situation – also for the employees of the two companies. With the integration we can realize the synergies already announced. The company’s long-term competitiveness and development potential is assured.”

Under the terms of the control and profit and loss transfer agreement, ContiTech AG guarantees the outside shareholders of Phoenix a compensation payment of 1.27 euro net per share (1.39 euro gross) for each full financial year. On demand Conti Tech AG has further agreed to a settlement of 18.89 euros per no-par share held by an outside shareholder.