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Legal Proceedings Report • Mar 26, 2008

News Details

Corporate | 26 March 2008 10:24

HCI Capital AG: Management board and supervisory board of HCI Capital AG issue reasoned opinion on MPC Capital AG’s takeover offer

HCI Capital AG / Miscellaneous

Release of a Corporate News, transmitted by DGAP - a company of EquityStory
AG.
The issuer / publisher is solely responsible for the content of this announcement.

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(Hamburg, March 26, 2008) – The management and supervisory boards of HCI
Capital AG today published the reasoned opinion (begründete Stellungnahme)
they are required to provide in accordance with the German Securities
Acquisition and Takeover Act (WpÜG) on the voluntary public takeover offer
made by MPC Münchmeyer Petersen Capital AG for all shares of HCI. The
boards have decided not to make a recommendation to shareholders on whether
to accept or decline the offer.

The HCI Group is one of the leading non-bank-affiliated issuing houses for
closed-end funds and structured products. At the time MPC Capital published
its offer, it already held 15.1% of HCI’s registered share capital and
voting rights. In addition, on February 11, 2008, MPC Capital entered into
an agreement with Corsair III Investments, Luxembourg, to acquire a further
20% of HCI’s shares. MPC Capital is offering to pay HCI’s shareholders a
price of EUR 14.22 per share in cash, which corresponds to the minimum
price required by law.

After thoroughly reviewing the offer document published on March 12, the
management board and supervisory board of HCI Capital AG have concluded
that the offer price is unfair for shareholders who intend to hold their
shares for the medium to long term. This conclusion is supported by the
fairness opinion provided by a renowned investment bank engaged by HCI
Capital AG. The investment bank concludes that the amount of EUR 14.22 is
below the actual fair value of HCI’s stock. In performing the necessary
financial analysis, which was based on recognized valuation methods, the
investment bank also considered estimates from analysts at well-known banks
and brokerage firms. However, the offer price of EUR 14.22 in cash per HCI
share can be described as fair for short-term oriented shareholders, given
the current situation on the stock markets in general and the current
development of the financial sector in particular.

The management and supervisory boards welcome the bidder’s plans, as
expressed in the offer document, to maintain HCI Capital’s status as a
stand-alone company alongside MPC Capital AG by using a two-brand strategy.
The boards believe that if HCI’s independence is preserved, the HCI Group
will also be in a position to benefit from the companies’ potential
cooperation and the resulting opportunities for growth.

The management and supervisory boards are of the opinion that for the HCI
Group to remain successful, both on the purchasing and sales side, it must
not only remain independent from a legal and economic perspective, but the
market must also be convinced of HCI’s independence. The bidder expressed
its general agreement with this position in the offer document.

After completing its reviews, the management board and supervisory board
have decided not to make a recommendation to shareholders on whether to
accept or decline the offer. Acceptance of the offer may prove advantageous
or disadvantageous for HCI’s shareholders depending on the view one takes
of the opportunities and risks associated with the offer’s consummation.

Disclaimer:
Each HCI shareholder must make his or her own decision regarding the
acceptance or non-acceptance of the offer, taking into account the overall
circumstances, his or her individual circumstances (including personal tax
situation) and his or her personal opinion about the possibilities
pertaining to the future development of the value and market price of HCI’s
shares. Without prejudice to the mandatory provisions of applicable law,
the management board and supervisory board are not responsible in the event
that acceptance or non-acceptance of the offer should subsequently turn out
to have adverse economic effects on any HCI shareholder.

The joint opinion of the management board and supervisory board has been
published online on the company’s website at http://www.hci-capital.de and
by being held for distribution free of charge at HCI Capital AG,
Bleichenbrücke 10, 20354 Hamburg (Fax:+49 40 8888 1-199).

About HCI:
The HCI Group was founded in 1985 and creates closed-end funds and
structured products in shipping, real estate, private equity funds of funds
and the secondary life insurance market, as well as asset creation plans.
As of December 31, 2007, over 100,000 clients have invested close to EUR
5.2 billion in 468 issues, with an investment volume totaling more than EUR
13.27 billion, making HCI one of the leading non-bank-affiliated issuing
houses in Germany. HCI Capital AG has been listed on the stock exchange
since October 2005. It has been listed on the SDAX since December 19, 2005
and on the Hamburg Regional Index HASPAX since September 1, 2006.

Press inquiries:
Ingo Pfeil
HCI Capital AG
Head of Public Relations
Tel.: +49 40 88 88 1 236
ingo.pfeil@hci-capital.de

Investor Relations inquiries:
Dr. Olaf Streuer
HCI Capital AG
Head of Investor Relations
Tel.: +49 40 88 88 1 125
olaf.streuer@hci-capital.de

26.03.2008 Financial News transmitted by DGAP

Language: English
Issuer: HCI Capital AG
Bleichenbrücke 10
20354 Hamburg
Deutschland
Phone: +49 (0)40 88881-0
Fax: +49 (0)40 88881-109
E-mail: ir@hci-capital.de
Internet: www.hci-capital.de
ISIN: DE000A0D9Y97
WKN: A0D9Y9
Indices: SDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard), Hamburg;
Freiverkehr in Berlin, Düsseldorf, München, Stuttgart

End of News DGAP News-Service

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