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Annual & Special Corporate Meetings
Subtitle: – General meeting approves capital framework, dividend of
EUR 1.30 per share and abbreviated fiscal year – Board of Directors
unveils strategy to grow operative business – Target: increase
consolidated sales to EUR 150-200 million in medium term – CEO
Dominik Müsers contract extended to mid-2014 – Findings of voluntary
special audit: no grounds to allege board members neglected duties
Bielefeld (euro adhoc) – Bielefeld, 11 May 2012 – At today’s General
Meeting of Balda AG, Bad Oeynhausen, shareholders approved a series
of important motions backing the course of action the Board of
Directors has outlined as part of its plans to overhaul the plastics
processing company. With 62.6 % of share capital represented at the
meeting, shareholders supported all proposals of the company on the
agenda with a substantial majority.
Dominik Müser took up the position of CEO at the start of this year,
and as announced at the Group’s Extraordinary General Meeting on 8
February 2012, he today outlined the strategy the Group would use to
return Balda’s operating business to profitability and growth as soon
as possible after a prolonged period of underperformance. The Group’s
aim is to increase its consolidated sales from EUR 66 million in 2011
to EUR 150-200 million within the next three years.
Speaking to the shareholders, Müser said, „Over the past few years,
Balda has survived only thanks to its reserves. Regardless of the
mistakes made in the past, our Medical and Electronic Products
segments are two fields which, I believe, have the potential to
deliver sustained and profitable growth.“
Balda’s Medical division, based in Bad Oeynhausen, will now focus on
appropriately sized acquisitions so it can raise its international
profile and expand its customer basis. The strategically important US
market will initially take centre stage, and Müser announced that
Balda wants to be in advanced negotiations with at least one target
company by autumn of this year. Balda’s target is to increase sales
at this fundamentally sound segment to over EUR 100 million in the
coming three years.
At Electronic Products, based in Malaysia, the Group’s main priority
is focused on the ongoing restructuring of the segment. Müser stated
that restructuring is well on track and should be finished by the end
of this year. This unit’s new strategy will be to position itself in
promising niche markets which combine technologically ambitious
products with the potential to generate adequate sales volumes.
Balda’s restructuring will also entail other changes, such as the
substantial reduction in the complexity of its Group structures with
the objective of cutting costs and increasing efficiency, and the
complete sale of the Group’s non-strategic stake in Chinese
touchscreen manufacturer TPK Holding (current stake: 7.6 %). Müser
emphasised that the shareholders should participate an much as
possible in the proceeds generated by this divestment.
Dr. Michael Naschke, Chairman of Balda AG’s Supervisory Board,
announced that Dominik Müser’s term as CEO, which was initially
limited until 30 June 2012, had been extended by the Supervisory
Board until 30 June 2014. Dr. Naschke said the Supervisory Board is
convinced that Balda Group’s new strategy under Müser’s leadership is
reliable, promising a better future for the company.
For the 2011 fiscal year, shareholders voted for a dividend payment
of EUR 1.30 per share, which corresponds to total dividends of
approximately EUR 77 million. This payout means that the Group’s
shareholders will receive prompt proceeds from the revenue generated
by the partial sale of Balda’s TPK’s shares in February. They also
approved the company’s plans to shorten Balda AG’s fiscal year to end
on 30 June, paving the way for another General Meeting in autumn for
the abbreviated fiscal year from 1 January until 30 June 2012. At
this second meeting, shareholders will have the opportunity to
resolve on a further dividend payment.
Balda’s shareholders approved authorisation for the Board of
Directors to issue bonds with a total nominal value of up to EUR 100
million, and they supported the creation of new authorised capital.
These new capital frameworks are both valid until 10 May 2017, but
they are primarily precautionary measures intended to provide Balda
with adequate room for manoeuvre in financial issues. CEO Müser said,
„These capital-related votes are key elements in securing Balda’s
As announced, Müser informed shareholders about the findings of the
investigation, voluntarily initiated by the Board of Directors, into
the behaviour of the Supervisory Board and former directors in
connection with the Group’s efforts to sell TPK shares in 2011.
Conducted by law firm Hengeler Mueller, the special audit found that
there are no conclusive reasons to believe that dereliction of duty
occurred and that the company is entitled to compensation from the
board members in question.
Octavian Special Master Fund’s supplementary motion demanding that
additional special investigations be undertaken into this and other
issues were rejected at the meeting.
Note for journalists: The CEO Dominik Müser’s statement at the
General Meeting is available on Balda AG’s website (www.balda.de).
Further inquiry note:
Frank Elsner Kommunikation für Unternehmen GmbH
Tel.: +49 – 54 04 – 91 92 0
Fax: +49 – 54 04 – 91 92 29
end of announcement euro adhoc
company: Balda AG
Bergkirchener Str. 228
D-32549 Bad Oeynhausen
phone: +49 (0) 5734 9 22-0
FAX: +49 (0) 5734 922-2747
sector: Semiconductors & active components
indexes: CDAX, Prime All Share
stockmarkets: free trade: Berlin, München, Hamburg, Düsseldorf, Stuttgart,
regulated dealing/prime standard: Frankfurt