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euro adhoc: BWT Aktiengesellschaft
Mergers - Acquisitions - Takeovers
BWT AKTIENGESELLSCHAFT IS PLANNING TO SPIN OFF CHRIST WATER TECHNOLOGY AG WITH ITS BUSINESS DIVISION AQUA SYSTEMS TECHNOLOGIES

  Disclosure announcement transmitted by euro adhoc.
  The issuer is responsible for the content of this announcement.
27.06.2005
Mondsee, 28 June 2005: BWT Aktiengesellschaft, Europe's market leader
in the water treatment sector, is planning to spin off its wholly
owned subsidiary Christ Water Technology AG that operates the
business division Aqua Systems Technologies (AST). The two other
business divisions, Aqua Ecolife Technologies (AET) and Fuel Cell
Membrane Technologies (FCMT), will remain part of BWT.
The three business divisions each operate with differing business
profiles on markets that are exposed to complex market dynamics. The
aim of the planned move will be to gain a clearer separation between
the divisions in future, allowing better definition of the AST
division's market presence on the one hand and of that of the AET und
FCMT divisions remaining within BWT Aktiengesellschaft on the other,
as well as sharpening up the corporate profiles of the individual
divisions and so creating the potential for dynamic and profitable
growth to continue in all three divisions.
On this basis, BWT Aktiengesellschaft and its wholly owned
subsidiary, Christ Water Technology AG, entered into a separation and
takeover agreement on 27 June 2005 according to which all the shares
held by BWT Aktiengesellschaft in Christ Water Technology AG are to
be transferred by way of universal succession to Christ Water
Technology AG with retroactive effect to 31 December 2004 and
simultaneously transferred to the shareholders of BWT
Aktiengesellschaft at a ratio of 1:1. Each BWT shareholder will
therefore receive one share in Christ Water Technology AG for each
share they hold in BWT Aktiengesellschaft. Accordingly, the share
capital of Christ Water Technology AG is to be increased prior to
this, so that - as with BWT Aktiengesellschaft - its share capital
will amount to EUR 17,833,500 broken down into 17,833,500 no par
value shares. Since the separation and takeover agreement specifies
that all the shares in Christ Water Technology AG are in future to be
held by the shareholders of BWT Aktiengesellschaft, Christ Water
Technology AG, and with it the AST division, will have been spun off
from the BWT Group and put on an independent footing following the
change of legal form.
This move should guarantee the continuity of the AST division by the
fact that Christ Water Technology AG will remain under the
chairmanship of Dr Karl Michael Millauer whilst BWT
Aktiengesellschaft will continue with Mr Andreas Weissenbacher as
chairman.
The planned separation is to take place subject amongst other things
to the approval of the Supervisory Board and general meeting of
shareholders of BWT Aktiengesellschaft. The Management Board of BWT
Aktiengesellschaft intends to submit the planned change of legal form
for approval by the general meeting after further evaluation of the
structure of the intended autonomy of the AST division and
examination by the Supervisory Board. No date has yet been set for
the general meeting, but it will be announced within the near future
in view of the relevant deadlines for the procedure for changing the
legal form.
Immediately following the registration in the Companies Register, the
shares in Christ Water Technology AG are to be quoted in the Prime
Segment of the Official Market of the Vienna Stock Exchange. They
will be freely tradable and subject to no restrictions on transfer.
Issuer: BWT Aktiengesellschaft, Walter-Simmer-Straße 4, A - 5310
Mondsee. The shares in BWT Aktiengesellschaft, ISIN AT0000737705, are
quoted on the Prime Market segment of the Official Market of the
Vienna Stock Exchange.
end of announcement                               euro adhoc 28.06.2005 08:00:00

Further inquiry note:

BWT Aktiengesellschaft
Walter-Simmer-Straße 4
A- 5310 Mondsee
Tel.: +43 6232 5011-1113
Fax: +43 6232 5011-1196
Email: investor.relations@bwt.at
www: http://www.bwt-group.com

Branche: Water Supply
ISIN: AT0000737705
WKN: 0737705
Börsen: Wiener Börse AG

Original content of: BWT AG, transmitted by news aktuell

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