Kahl am Main, April 21, 2006 - SINGULUS TECHNOLOGIES Beteiligungs GmbH (SINGULUS GmbH), a 100% subsidiary of the SINGULUS TECHNOLOGIES AG, concluded a control agreement with the STEAG HamaTech AG on April 21, 2006.
In the course of the control agreement the SINGULUS GmbH offers the outstanding shareholders of the STEAG HamaTech AG to exchange their shares for a cash compensation of € 2.43 per unit share. This settlement offer can be accepted by the outstanding shareholders of the STEAG HamaTech AG from the time of the control agreement becoming effective (entry in the Commercial Registry of the STEAG HamaTech AG). The control agreement is subject to the approval by the shareholders' meeting of the SINGULUS GmbH as well as by the Supervisory Board and the Annual General Meeting of the STEAG HamaTech AG.
The SINGULUS GmbH guarantees those shareholders who wish to remain shareholders of the STEAG HamaTech AG, an annual profit share in the gross amount of € 0.17 per unit share (currently net € 0.16) for each full business year as an appropriate compensation.
The Executive Board of the STEAG HamaTech AG and the management of the SINGULUS GmbH were assisted in the company valuation, on which the determination of the cash compensation and the profit share is based, by Dr. Ebner, Dr. Stolz und Partner GmbH, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft (Chartered Accountants), located in Stuttgart. The auditor Warth & Klein GmbH, Dusseldorf, appointed by the District Court Mannheim on March 14, 2006 confirmed the appropriateness of the compensation and profit sharing.