Second: Kaba holds extraordinary AGM
The mega-deal in the security industry is not yet signed and sealed: Kaba will therefore hold an Extraordinary General Meeting on May 22, 2015.
At the Extraordinary General Meeting of Kaba is pending the approval of the Merger of Dorma and Kaba an. The shareholders and in particular the non-anchor shareholders are invited to confirm that no obligation to make an offer arises in the context of the present transaction ("opting-out" limited to the present transaction), as Kaba writes. Furthermore, the Board of Directors proposes the cancellation of the current share transfer and voting right restrictions of 5% as well as further amendments to the Articles of Association. In addition, the proposal is made to distribute a special dividend to shareholders from reserves from capital contributions in the amount of Fr. 50 per share. According to the information provided, this corresponds approximately to the amount of funds that will flow to the company from the authorized capital as part of the capital increase.
Christine Mankel and Stephanie Brecht-Bergen, shareholders of Dorma, and Hans Gummert, Chairman of the Supervisory Board of Dorma, will be proposed for election to the Board of Directors of the future dorma+kaba Holding. Thomas Pleines, a member of Kaba's Board of Directors since 2011, had agreed to step down from the Board.
The resolutions of the Extraordinary General Meeting will become effective upon completion of the merger. Subject to the approval of the shareholders and the competition authorities as well as other customary conditions, this is expected to take place in the third quarter of 2015.
The latest issue of the trade journal "SicherheitsForum" features a Interview with the CEO of the Kaba Group, Riet Cadonau. The editors conducted this interview before the announcement of the merger of Kaba and Dorma.
