Hochtief AG — M&A Activity 2005

Mar 1, 2005

News Details

Ad-hoc | 1 March 2005 03:30

HOCHTIEF Aktiengesellschaft: Investment partnership for airport projects

Ad hoc announcement §15 WpHG Investment partnership for airport projects HOCHTIEF Aktiengesellschaft: Investment partnership for airport projects Ad hoc announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. —————————————————————————— Essen, as of March 1, 2005 HOCHTIEF Aktiengesellschaft: HOCHTIEF AirPort GmbH transfers part of its airport interests to an investment partnership HOCHTIEF AirPort GmbH (HTA), a wholly owned subsidiary of HOCHTIEF Aktiengesellschaft, has concluded an agreement with two funds managed by Hastings Funds Management Ltd. (Australia), and with Caisse de dépôt et placement du Québec (Canada) and KfW IPEX-Bank (Kreditanstalt für Wiederaufbau) to establish an investment partnership. For this purpose, HTA transfers about one-third each of its participations in the Athens, Düsseldorf and Hamburg airports, and 49 percent of its stake in Sydney Airport to the newly founded HOCHTIEF AirPort Capital GmbH and subsequently sells the latter to the above investors. On completion of the sale, the GmbH will be converted into a KGaA (commercial partnership based on shares). The transfer of the shares (closing) is scheduled to take place within the next few weeks as soon as a number of conditions precedent have materialized, such as the German Federal Cartel Office’s approval for carrying out the transaction. The transferred shares will continue to be managed by HTA via HOCHTIEF AirPort Capital Verwaltungs GmbH & Co. KG as general partner of the KGaA. Under the agreement concluded, HTA and HOCHTIEF AirPort Capital GmbH & Co. KGaA will carry out future investments in airport projects jointly. The purchase price for the shares in HOCHTIEF AirPort Capital GmbH is EUR 313 million. EUR 298 million of this sum is due upon transfer of the shares, yielding a book profit of about EUR 63 million. The remaining purchase price of EUR 15 million becomes due when conditions precedent no longer apply, and will then be fully recognized in the profit and loss statement. In addition, HTA will receive fees for managing the transferred participations. These fees amount to a net present value of EUR 30 million, bringing the transaction value to EUR 343 million. HOCHTIEF Aktiengesellschaft Opernplatz 2 45128 Essen Deutschland ISIN: DE0006070006 (MDAX) WKN: 607000 Listed: Amtlicher Markt in Berlin-Bremen, Düsseldorf, Frankfurt (Prime Standard), Hamburg und München; Freiverkehr in Hannover und Stuttgart End of ad hoc announcement (c)DGAP 01.03.2005 010330 Mär 05