December 9, 1999
At an Annual General Meeting of Hoechst AG held on
Thursday, December 9 in Frankfurt, an overwhelming majority of Hoechst shareholders
representing 99.99 percent of the share capital approved the payment of a special dividend
amounting to EUR 2.72 per share. The special dividend is to be paid out on December 10,
the day after the Annual General Meeting. The total
dividend payment is approximately EUR 1.52 billion and corresponds to the unappropriated
retained earnings of Hoechst AG for the short fiscal year which ended on July 31, 1999.
Shareholders also approved another short fiscal year from August 1 to December 31, 1999 in
order for Hoechst AG to reinstate the calendar year as the company's fiscal year.
The dividend consists of an ordinary dividend of EUR 0.11 per share and an extraordinary
dividend of EUR 2.61, which was contingent on the successful acceptance of the exchange
offer for Aventis shares. In the course of the four-week exchange offer period from
October 26 to November 26, 96.75 percent of Hoechst shares were submitted for exchange
into Aventis shares.
The payment of a special dividend to Hoechst shareholders is the final step in the
alignment of the values of Hoechst and Rhône-Poulenc in preparation for the creation of
Aventis. Further measures included a share buyback worth EUR 1.23 billion and the demerger
of a substantial part of the industrial chemicals business to Celanese AG.
A vast majority of the share capital represented at the meeting also approved the other
proposals, including the ratification of the acts of the Board of Management and the
Supervisory Board and the election of the auditors.
During the voting at the Annual General Meeting, 53.06 percent of the share capital was
represented, corresponding to 296.677.658 votes.
Voting results
In detail, shareholders voted as follows:
1. Use of unappropriated retained earnings: 99.99 percent
2. Ratification of the acts of the Board of Management: 99.92 percent
3. Ratification of the acts of the Supervisory Board: 99.92 percent
4. Change in fiscal year: 99.99 percent
5. Election of the auditors: 99.82 percent
Aventis to be launched on December 15
On December 15, 1999, the shareholders of Rhône-Poulenc will vote on a capital increase
required to issue new Aventis shares to Hoechst shareholders. If approved, Aventis will
become a reality and at the same time, Rhône-Poulenc will change its name to Aventis and
move its company seat to Strasbourg, France.
All shares of Aventis are to begin trading on December 20, 1999 under the new common
symbol "AVE" on the stock exchanges in Paris and Frankfurt as well as on the New
York Stock Exchange in the form of American Depositary Shares.
The merger of Rhône-Poulenc and Hoechst into Aventis would create a leading global life
sciences company with more than 90,000 employees worldwide and pro forma sales of over EUR
21 billion in 1998. Werner Bischoff elected
Deputy Chairman of the Supervisory Board At the Supervisory Board meeting held prior to
the Annual General Meeting, Werner Bischoff, member of the executive committee of German
trade union IG BCE, was elected Deputy Chairman of the Supervisory Board. He succeeds
Klaus-Dieter Kilp who left the Supervisory Board in October.
Company news release
N2301 |
