Ad hoc disclosures

Acquisition of shares in AlexanderwerkService GmbH

Alexanderwerk AG, Remscheid, is the sole limited partner of Alexanderwerk Holding GmbH & Co. KG, Remscheid, and at the same time the sole shareholder of its general partner (Alexanderwerk Verwaltungs GmbH, also Remscheid).

Alexanderwerk Holding GmbH & Co. KG already held 51% of all shares in AlexanderwerkService GmbH, Remscheid, and has just acquired the remaining 49% of all shares in AlexanderwerkService GmbH. After payment of the purchase price – and the associated effective date of the transfer of shares – it will be the sole shareholder of AlexanderwerkService GmbH. AlexanderwerkService GmbH is a (service) company entrusted with various services within the Alexanderwerk AG Group.

The seller of the shares is Cantina – lecker essen und trinken GmbH, Duisburg, whose shares are wholly held by Omega Consulting GmbH, also Duisburg, in which, to the best knowledge of the Executive Board, Manfred Teichelkamp or his close relatives hold a substantial or sole shareholder position. The sole managing director of Cantina – lecker essen und trinken GmbH is again Mr. Manfred Teichelkamp.

The parties agreed on a cash payment of EUR 815,000 as the purchase price. In the course of the transaction, various shareholder loans granted by AlexanderwerkService GmbH to the seller (Cantina – lecker essen und trinken GmbH), including the majority of the interest for a total amount of EUR 605,000, will be repaid.

The acquisition of the shares will be carried out without the company's profits from previous years and the current financial year 2015 having been distributed or distributed in advance. According to the Executive Board's cautious estimate, the proportionate, undistributed profits amount to approximately the purchase price paid for the acquisition of the shares. The acquisition of the shares is aimed at fully integrating the service, which was originally spun off in 2010, back into the Alexanderwerk Group. As a result of the reintegration of the service, the Alexanderwerk Group expects short-term cost advantages that will strengthen its competitiveness, at least in the medium term.

Independently of the above-mentioned transaction and at the same time, AlexanderwerkService GmbH and Cantina – lecker essen und trinken GmbH have just agreed that Cantina – lecker essen und trinken GmbH will receive a remuneration of approx. EUR 200,000 plus VAT from AlexanderwerkService GmbH for providing the services of Manfred Teichelkamp as the Managing Director of AlexanderwerkService GmbH for the period from November 2013 up to the date of his departure. With the effective date of the transfer of the shares, Mr. Teichelkamp will resign from his position as Managing Director of AlexanderwerkService GmbH with immediate effect.

Remscheid, May 18, 2015

Alexanderwerk AG
Executive Board