1
EX 2.1
DEMERGER AND TRANSFER AGREEMENT
between
HOECHST AKTIENGESELLSCHAFT, FRANKFURT AM MAIN
- hereinafter also referred to as "HOECHST AG" or "TRANSFEROR" -
and
Diogenes Erste Vermogensverwaltungs Aktiengesellschaft, Frankfurt am Main, whose
name will be changed to Celanese AG
- hereinafter also referred to as "CELANESE AG" or "TRANSFEREE" -
SECTION 1 PARTIES
1.1 Hoechst AG, with headquarters in Frankfurt am Main, is registered in
the Commercial Register of the Local court (Amtsgericht) Frankfurt am
Main under HRB 14500. The capital stock of Hoechst AG amounts to DM
2,939,768,450.00 and is divided into 587,953,690 shares with no nominal
value. All shares are bearer shares and have been fully paid in.
1.2 Diogenes Erste Vermogensverwaltungs Aktiengesellschaft, with
headquarters in Frankfurt am Main, is registered in the Commercial
Register of the Local Court Frankfurt am Main under HRB 42283. The
capital stock of Diogenes Erste Vermogensverwaltungs Aktiengesellschaft
amounts to DM 100,000.00 and is divided into 20,000 shares without
nominal value. All shares are registered shares. All shares have been
fully paid in. The sole shareholder of Diogenes Erste
Vermogensverwaltungs Aktiengesellschaft is Hoechst AG.
SECTION 2 DEMERGER
Hoechst AG as the Transferor hereby transfers by way of a demerger
pursuant to Section 123 section 2 number 1 of the German Corporate
2
Reorganization Act (Umwandlungsgesetz, "UmwG"), such assets specified
in Section 4 of this Agreement, together with all rights and
obligations in their entirety (the "Demerged Assets and Liabilities"),
to Celanese AG as the Transferee in consideration for shares of
Celanese AG that will be granted to the shareholders of Hoechst AG in
proportion to their current shareholding in Hoechst AG.
SECTION 3 EFFECTIVE DATE OF THE DEMERGER, CLOSING BALANCE SHEET
3.1 The demerger shall be effective for purposes of the relationship
between Hoechst AG and Celanese AG as of January 1, 1999, 24.00
hours/January 2, 1999, 0.00 hours. After January 2, 1999, 0.00 hours,
all actions and transactions of Hoechst AG concerning the demerged
assets and liabilities shall be considered as made on account of
Celanese AG (the "Effective Date").
3.2 As a Closing Balance Sheet for the Transferor pursuant to Section 125
together with Section 17 section 2 UmwG, the Demerger shall be based on
a balance sheet of Hoechst AG as of January 1, 1999, 24.00 hours that
has been audited by PwC Deutsche Revision Aktiengesellschaft
Wirtschaftsprufungsgesellschaft, Frankfurt am Main (the "Closing
Balance Sheet").
3.3 In its Closing Balance Sheet for purposes of commercial law Hoechst AG
shall reflect the Demerged Assets and Liabilities at their book value,
and in its transfer balance sheet for purposes of tax law Hoechst AG
shall reflect the Demerged Assets and Liabilities at their fair market
value.
3.4 Celanese AG shall reflect the Demerged Assets and Liabilities at their
book value in its accounts for purposes of commercial law and at their
fair market value in its accounts for purposes of tax law.
SECTION 4 DEMERGED ASSETS AND LIABILITIES
4.1 The Demerged Assets and Liabilities are set forth in sections 4.1 to
4.6 of this Agreement. They include, but are not limited to, the
following:
- the shares in the affiliated companies and participations set
forth in Appendix 1 (the participations set forth in Appendix
2 shall be transferred as contributions to the capital
reserves of Diogenes GmbH after the execution of this
agreement but prior to July 31, 1999; the shares in Diogenes
GmbH shall be demerged;
2
3
- the contracts, and certain contractual rights and obligations,
to the extent and with the additional provisions set forth in
Appendix 3;
- portion of the claims of Hoechst AG against HMR Inc., USA, in
the amount of US $ 291 million from a total claim of US $ 410
million on the basis of the agreement of December 7, 1998;
- the claims of Hoechst AG against AgrEvo USA Company,
Wilmington, USA, in the amount of US $ 72 million on the basis
of the agreement of December 18, 1998;
- the claim of Hoechst AG against AgrEvo Environmental Health,
Inc., Wilmington, USA, in the amount of US $ 40 million on the
basis of the agreement of December 18, 1998;
- the claim of Hoechst AG against Hoechst Corporation, Warren,
New Jersey, USA, in the amount of US $ 38 million on the basis
of the agreement of December 3, 1998;
- the claim of Hoechst AG against Celanese Singapore, Plc, in
the amount of US $ 27.5 million on the basis of the agreement
of October 13, 1998;
- the employment relationships, as delineated by cost centers,
set forth in Appendix 4 as well as any accompanying rights and
obligations;
- a portion of a claim in the amount of * 7 million from a
total claim of DM 27 for trade taxes, as shown in the notes to
the December 31, 1998 financial statements;
- all 20,000 non-par-value shares in Celanese AG held by Hoechst
AG (see Section 1.2 of this Agreement).
4.2 The transfer of the shares in the affiliated companies and
participations set forth in Appendix 1 and Appendix 2 shall include all
associated rights and obligations including all rights to profits to
the extent that no distribution are decided upon until the Effective
Date. Celanese AG is entitled to all distributions, including any
related tax credits, decided upon after the Effective Date regardless
of the time period which they are attributable to. The Demerged Assets
and Liabilities include any and all duties, obligations, and
liabilities (including those related to any former business activities)
to the extent related to the Demerged Assets and Liabilities and the
business activities of Celanese AG or all companies (or, with respect
to such business activities, their respective predecessors) in which
Celanese AG will hold a direct or indirect interest by reason of the
demerger. Also to be demerged are all obligations existing before the
Effective date resulting from Hoechst AG contracts for which the
cooperation of subsidiaries is necessary for the fulfilment of
obligations,
3
4
and to which Celanese will either directly or indirectly become a
party, including all rights and obligations necessary for the
fulfilment of such obligations. If Celanese AG or one of its
subsidiaries transfers its 55% interest in Derivados Macroquimicos,
S.A. de C.V. to a third party, Celanese shall receive the consideration
from this third party. Excluded from the Demerged Assets and
Liabilities are the rights, obligations, liabilities and duties set
forth in Appendix 5.
4.3 Notwithstanding Section 7.2, obligations of Hoechst AG (including
obligations that were unknown as of the time of the signing of this
Agreement) that result from Hoechst AG being held the responsible party
pursuant to public law or pursuant to current or future environmental
laws or by third parties pursuant to private or public law related to
contamination shall be transferred to Celanese AG pursuant to the
following provisions:
a) The obligations will be transferred in full to Celanese AG.
Hoechst AG will be obligated to bear two thirds of any costs
resulting from such obligations to the extent that no
enforceable indemnity or compensation claims exist against
third persons.
b) Contamination pursuant to this Section 4.3 includes all
contamination and pollution of the ground, the air, the ground
air, the ground water, the surface water, buildings or
facilities by harmful substances from industrial or commercial
use (including any research activities) prior to the Closing
Date (as defined in Section 4.8).
Section 7.2 remains unaffected.
4.4 On the Closing Date (as defined in Section 4.8), Celanese AG shall
assume the rights and obligations under those employment relationships
as delineated by cost centers set forth in Appendix 4 and each being in
particular known to Celanese AG, applying Section 613a of the German
Civil Code (Burgerliches Gesetzbuch; "BGB") by analogy. This provision
shall not apply to the extent other agreements have been entered into
or shall be entered into with an employee concerned.
4.5 All increases and decreases of assets and liabilities and other rights
and obligations occurring until the Closing Date (as defined in Section
4.8) attributable to the Demerged Assets and Liabilities shall be taken
into account. Accordingly, Hoechst AG also transfers to Celanese AG
such assets and liabilities and rights and duties which up until the
Closing Date were added to or arose in the Demerged Assets and
Liabilities. Correspondingly, the assets and liabilities and other
rights and duties sold up until the Closing Date, or which no longer
exist on the Closing Date,
4
5
will not be transferred to Celanese AG. This applies analogously to
employment relationships.
4.6 Unless explicitly provided for otherwise in this Agreement, neither the
accounts receivable not the liabilities between Hoechst AG on the one
hand and those companies belonging to the Demerged Assets and
Liabilities on the other hand, as reflected in the Closing Balance
Sheet, are transferred to Celanese AG. Also, neither the forward
foreign currency contracts between Hoechst AG and the aforementioned
companies nor the corresponding security agreements between Hoechst AG
and banks shall be demerged. Contracts and agreements that have not
been settled on the Closing Date (as defined on Section 4.8) will be
terminated as of the Closing Date for the account of Celanese AG.
4.7 Employment relationships, assets, rights, obligations, liabilities and
duties of Hoechst AG which do not form part of the Demerged Assets and
Liabilities according to the preceding provisions shall not be
transferred to Celanese AG.
4.8 The transfer of the Demerged Assets and Liabilities shall take effect
in rem as of the time of the registration of the demerger in the
Commercial Register for Hoechst AG (the "Closing Date"). Possession of
personal property shall pass to Celanese AG on the Closing Date. If no
such delivery is made on the Closing Date, delivery shall be
substituted by an agreement to the effect that Hoechst AG shall act as
custodian with respect to such property for Celanese AG pursuant to
Section 930 BGB without Celanese AG incurring any costs. To the extent
that personal property is in possession of third parties, Hoechst AG
will transfer to Celanese AG with effect in rem on the Closing Date its
claim against such third party to surrender possession.
4.9 Between the signing of this Agreement and the Closing Date, Hoechst AG
will dispose of the assets and liabilities and other rights and
obligations to be transferred according to this Agreement only in the
ordinary course of business and with the diligence of a prudent
business person.
5
6
SECTION 5 IMPEDIMENTS TO THE TRANSFER
5.1 To the extent certain Demerged Assets and Liabilities (including
obligations, liabilities, and duties) will not pass over to Celanese AG
by operation of law upon the entry of the demerger in the Commercial
Register of Hoechst AG, regardless of the reasons therefor, Hoechst AG
shall transfer such assets, rights, liabilities, obligations and duties
to Celanese AG. If, with respect to third parties, such transfer to
Celanese AG is impossible or possible at disproportionately high
expense or inexpedient, regardless of the reason therefor, Hoechst AG
and Celanese AG shall act inter partes as if the transfer of such
assets, rights, liabilities, obligations and duties had also taken
place with respect to third parties on the Closing Date.
5.2 Insofar as the consent of a third party or a permit or registration
under public law is necessary for the transfer of certain Demerged
Assets and Liabilities (including obligations, liabilities, and
duties), Hoechst AG and Celanese AG shall endeavour to obtain such
consent, permit or registration. Should such consent, permit or
registration not be obtainable, or be obtainable only at a
disproportionately high expense, the provision in Sentence 2 of Section
5.1 of this Agreement shall apply analogously as between the two
companies.
SECTION 6 DUTIES TO COOPERATE
6.1 Hoechst AG and Celanese AG shall make all statements, prepare all
documents and take all other action necessary or expedient in
connection with the transfer of the Demerged Assets and Liabilities.
6.2 To the extent that obligations of Celanese Ag or its affiliates under
contracts which were entered into by Celanese AG prior to the Effective
Date (as defined in Section 3.1) or which are demerged to Celanese AG
pursuant to Section 4 can only be discharged with the cooperation of
companies affiliated with Hoechst AG as of the Closing Date, Hoechst Ag
will use its best efforts to ensure that these companies will continue
to cooperate with Celanese AG or its affiliates so that they are able
to discharge these obligations. Accordingly, Celanese AG will use its
best efforts to ensure that its affiliates as of the Closing Date will
cooperate with the Hoechst AG and its affiliates to the extent
necessary.
6.3 Celanese AG shall receive all documents necessary to assert the rights
transferred to Celanese AG. As to the allocation of books, records,
business date and other business documents which relate to the Demerged
Assets and Liabilities, Hoechst AG and Celanese AG will reach an
6
7
understanding without undue delay after the Closing Date. The party
obtaining the possession of such records shall keep the records in
custody for the other party during the statutory record retention
period and ensure that the other party can inspect those documents and
make copies; in individual cases the other party may request delivery
of such records prior to any destruction thereof. Business and trade
secrets shall be treated confidentially. In the case of any
administrative proceedings; in particular tax audits and tax and other
legal disputes concerning time periods up until the Closing Date, the
contracting parties shall mutually assist each other. In particular,
the parties will provide each other with any information and records
with are necessary or expedient for the fulfilment of requirements
pursuant to tax or administrative laws or the furnishing of proof to
the tax or other public authorities or courts, and both parties shall
see to it that adequate support is provided by their respective
employees of their subsidiaries.
6.4 The parties hereto will provide each other with all information and
records for the preparation of accounts pursuant to the German
Commercial Code (Handelsgesetzbuch; "HGB"), IAS and the US accounting
rules (US GAAP) and for the disclosures with are mandatory pursuant to
statutes, administrative regulations, stock exchange rules and orders
of domestic or foreign administrative agencies, courts or stock
exchanges.
6.5 The parties to this Agreement will mutually take all necessary or
economically expedient actions in order to be able to continue, at
appropriate conditions, the contracts regarding software use and
telecommunication-services which are currently maintained by Hoechst
AG.
6.6 Celanese AG will not exercise its voting rights as limited partner of
the limited partnerships set forth in Appendix 1 without the prior
written approval of Hoechst AG in a way that, by amendments or changes
of the respective partnership agreement or its annexes, the obligations
of the limited partners regarding additional cash contributions are
restricted or set aside directly or indirectly. Celanese AG is obliged
to procure the transfer of the respective obligation arising out of the
preceding sentence to third parties, if it transfers, in part or in
whole, its limited partnership interest in the, or one of the,
aforementioned limited partnerships. At the same time, a corresponding
obligation of the third party for the benefit of Hoechst AG vis-a-vis
each successor acquirer of the partnership interests shall be procured.
6.7 In the event of a sale of enterprises and businesses, the parties will
use best efforts to see to it that the acquirer assumes the mutual
obligations pursuant to this Section 6.
7
8
6.8 Until the effectiveness of the demerger, Hoechst AG shall internally
account for the Demerged Assets and Liabilities separately as if the
demerger had become effective on January 2, 1999.
SECTION 7 PROTECTION OF CREDITORS, SETTLEMENT AND INDEMNIFICATION BETWEEN THE
PARTIES
7.1 If, and to the extent that, claims are instituted by creditors against
Hoechst AG or Celanese AG for liabilities, obligations, or liability
relationships attributable to the other company pursuant to the
provisions of this Agreement or on the basis of Section 133 UmwG or any
other statutory or contractual provisions, the respective other company
shall, on first demand, indemnify the company that is liable from such
liabilities, obligations and duties, to the extent that these claims
are enforceable or not contested. The same applies to liabilities
arising from the demerger.
7.2 Celanese AG agrees to indemnify Hoechst AG against liabilities for
environmental contamination arising under divestiture agreements
(including all annexes) regarding chemical participations, businesses
or assets entered into by Hoechst AG as listed in Appendix 6 (the
"Divestiture Environmental Liabilities") in accordance with the
following provisions.
7.2.1 Celanese AG indemnifies Hoechst AG against Divestiture Environmental
Liabilities up to an amount of * 250 million.
7.2.2 If the Divestiture Environmental Liabilities exceed the amount of *
250 million, Hoechst AG will bear such exceeding liabilities without
indemnification by Celanese AG up to an amount of * 750 million.
7.2.3 If the Divestiture Environmental Liabilities exceed the amount of *
750 million, Celanese AG indemnifies Hoechst AG against one third of
the exceeding amount.
Divestiture Environmental Liabilities which were asserted in the period
between the Effective Date and the Closing Date are also subject to
this Section 7.2. This Section 7.2 does not apply to Divestiture
Environmental Liabilities resulting from contracts of Celanese AG or
companies in which Celanese AG will hold a direct or indirect interest
by reason of the demerger.
7.3 The indemnification pursuant to this agreement includes the external
cost of the indemnified party incurred in connection with investigating
the facts on which the respective Divestiture Environmental Liabilities
are based and defending itself against such Divestiture Environmental
Liabilities. Such cost will be deducted from the thresholds as set
forth in Sections 7.2.1 to 7.2.3. Internal costs of the Parties
incurred in connection
8
9
with Divestiture Environmental Liabilities are not subject to this
provision and are not deducted from the thresholds set forth in
Sections 7.2.1 to 7.2.3. To the extent that Celanese AG is directly
liable for Divestiture Environmental Liabilities under one of the
contracts demerged pursuant to Section 4.1 and listed in Appendix 3 any
payments made by Celanese AG with respect to Divestiture Environmental
Liabilities under these demerged contracts will be deducted from the
thresholds set forth in Sections 7.2.1 to 7.2.3.
7.4 The indemnified party agrees to notify the indemnifying party without
delay of any circumstances which could lead to a liability for the
indemnifying party under this indemnification provision. The
indemnified party will provide the indemnifying with the opportunity to
participate in meetings and negotiations with contractual parties who
have a claim against the indemnified party within the meaning of this
provision. Upon request of the indemnifying party, the indemnified
party will engage legal counsel and give the indemnifying party the
right to defend the indemnified party in a legal process against
liabilities within the meaning of this provision. Without the consent
of the indemnifying party, the indemnified party shall not enter into
any settlement, confession or waiver which could lead to a liability
within the meaning of this provision. To the extent that Divestiture
Environmental Liabilities arise or are increased as a result of the
failure of the indemnified party to comply with its obligations under
Section 7.4 of this Agreement, the indemnifying party is not obliged to
indemnify the indemnified party against such additional liabilities.
SECTION 8 CONSIDERATION
8.1 On the Closing Date, as consideration for the transfer of the Demerged
Assets and Liabilities, Celanese AG shall transfer to the shareholders
of Hoechst AG, free of costs, one registered share of Celanese AG for
each ten bearer shares of Hoechst AG. Each ten bearer shares of Hoechst
AG and each one registered share of Celanese AG represent an allocable
portion of the capital stock of Hoechst AG and Celanese AG,
respectively, in the amount of DM 5.00. The shares to be issued by
Celanese AG will be entitled to profit participation as of January 1,
1999.
8.2 The shares of Celanese AG to be issued pursuant to Section 8.1 are the
shares created by the capital increase pursuant to Section 9 of this
Agreement as well as the shares currently held by Hoechst AG which are
to be demerged pursuant to Section 4.1 of this Agreement.
8.3 Hoechst AG will retain Dresdner Bank AG, Frankfurt, as trustee to
receive the Celanese AG shares to be distributed and deliver such
shares
9
10
to the shareholders of Hoechst AG. Celanese AG shall provide the
trustee with possession of such shares prior to the entry of the
demerger in the Commercial Register for Celanese AG.
8.4 Aside from the provisions in Section 10 of this Agreement applying to
holders of subscription rights, Celanese AG will not grant individual
shareholders or the holders of special rights any rights within the
meaning of Section 126 section 1 number 7 UmwG, and no measures within
the meaning of Section 126 section 1 number 8 UmwG shall be granted to
any Management Board or Supervisory Board members or the auditor of
either company or the joint demerger auditor.
SECTION 9 CAPITAL INCREASE
To implement the demerger, Celanese AG will increase its capital stock,
currently DM 100,000.00, by up to DM 293,876,845.00 to up to DM
293,976,845.00. The capital increase shall be effected in exchange for
contributions in kind through the issuance of up to 58,775,369 new
registered shares, each representing an allocable portion of the stated
capital of DM 5.00, in each case with a profit participation right as
of January 1, 1999.
SECTION 10 GRANTING THE RIGHTS TO HOLDERS OF SUBSCRIPTION RIGHTS
10.1 The Annual General Meeting of Hoechst AG of May 5, 1998, has approved a
conditional capital increase for the creation of a Stock Option Plan
for executives (the "Stock Option Plan"). The subscription rights
granted on this basis shall be adjusted pursuant to Sections 23,
125 and 133 section 2 sentence 2 UmwG to the results of the demerger.
This will be achieved by increasing the number of subscription rights
and decreasing the base price at which shares of Hoechst AG may be
subscribed to, in each case pursuant to this Section 10.
10.2 The base price will be adjusted as follows:
The base price will be reduced from DM 68.22 by the amount which
results from the multiplication of DM 68.22 and the stock-market value
of Hoechst AG subsequent to the demerger divided by the sum of the
stock-market value of Hoechst AG and Celanese AG subsequent to the
demerger (the "adjusted base price"). The stock-market value will be
determined on the basis of the relationship of the average closing
quotations of the shares of Hoechst AG and Celanese AG in the floor
trading on the Frankfurt Stock Exchange during the first two weeks
starting on the first listing date of the shares of Celanese AG on the
Frankfurt Stock Exchange and the number of shares of the respective
company.
10
11
10.3 The number of stock options will be adjusted as follows:
Each holder of a subscription right will receive such number of
additional subscription rights which is necessary to adjust the
differing values of the subscription rights prior to the demerger and
subsequent to the demerger (taking into account the adjusted base
price). This will be achieved by increasing the number of subscription
rights issued to an individual holder of subscription rights by the
same proportion by which the base price is decreased from DM 68.22 to
the adjusted base price. The issuance date for such subscription rights
shall also be deemed to be September 30, 1998.
SECTION 11 CONSEQUENCES FOR THE EMPLOYEES AND THEIR REPRESENTATIVES
11.1 Consequences for individual rights
Upon the Closing Date, the employment relationships referred to in
Appendix 4 will be transferred to Celanese AG pursuant to the
provisions of Section 4.4 of this Agreement.
Employment relationships of the affiliated companies and participations
set forth in Appendix 1 and Appendix 2 will not be affected by the
demerger; such employment relationships shall be continued to the same
conditions. Changes with respect to these employment relationships in
connection with the demerger are not contemplated. Since Celanese AG
does not own facilities nor have any employees prior to the demerger
there is no necessity for the harmonization of working conditions.
Celanese AG will join the Hesse Employers' Association of the Chemical
Industry and Related Industries (Arbeitgeberverband Hessen der
Chemischen Industrie und verwandter Industries e. V.) as a member and,
consequently, the applicable law concerning collective bargaining for
employees will remain unchanged by the demerger.
The rights of holders of "Stock Appreciation Rights" on the basis of
the quotation of the shares of Hoechst AG will be adjusted according to
the rules applicable to holders of stock option rights (Section 10 of
this Agreement). The Value Enhancement Participation Program
(Wertsteigerungs-beteiligungsprogramm) for employees of the Corporate
Center of Hoechst AG will be adjusted by reducing the base price in
analogy to the adjustment of the Stock Options Plan (Section 10 of this
Agreement).
Existing insurance coverage on the basis of the Syndicate-Group
Insurance Contract between Hoechst AG and Allianz
11
12
Lebensversicherungs AG will continue for employees that cease to be
employed by the Hoechst Group as a result of the demerger. For this
purpose, Celanese AG will join the Group Insurance Contract.
The employees that cease to be employed by the Hoechst Group as a
result of the demerger will continue to be members, within the
respective applicable charters, of the Pensionskasse der Mitarbeiter
der Hoechst Gruppe VVaG (Hoechst Group's pension fund), of the
Sterbekasse fur Mitarbeiter der Hoechst Aktiengesellschaft VVaG
(Hoechst AG's death benefit fund) and Betriebskrankenkasse Hoechst
(Hoechst's sickness fund).
11.1 Consequences under collective bargaining legislation
Hoechst AG maintains neither any works council nor a central works
council, so that no modifications will result by way of the demerger.
The legally independent companies which belong to the Demerged Assets
and Liabilities have their own works councils and central works
councils as well as senior executives' committees and central senior
executives' committees. These bodies will remain unchanged. Except for
changes in the Corporate Center of Hoechst AG, which maintains a senior
executives' committee but no works council, the demerger will not
result in the division of a business unit.
Upon the Closing Date, the conditions for the delegation of members of
the works councils or the central works councils of companies that are
included in the Demerged Assets and Liabilities, to the Group works
council at Hoechst AG will end; the membership of such delegated
members will end upon the Closing Date. Furthermore, upon the Closing
Date, membership of such members of the senior executives' committee at
the Corporate Center of Hoechst AG, that cease to be employees of
Hoechst AG as a result of the demerger, will end. Hoechst AG maintains
no central senior executives' committee. With respect to the Group
senior executives' committee, the conditions for the delegation of
members of the central senior executives' committee or the senior
executives' committee, respectively, of companies that belong to the
Demerged Assets and Liabilities, to the Group senior executives'
committee at Hoechst AG will end upon the Closing Date; the membership
of delegated members will end upon the Closing Date.
Upon the Closing Date, a works council and an economic committee may be
instituted at Celanese AG. Upon resolution of the central works
councils or of the works councils of companies of the new Celanese
Group, a Group works council may be instituted at Celanese AG under
12
13
the prerequisites of Section 54 of the German Works Constitution Act
(Betriebsverfassungsgesetz, "BetrVG"). Furthermore, pursuant to the
conditions of the German Senior Executives' Committee Law
(Sprecherausschu(beta)gesetz, "SprAuG"), a senior executives' committee
and a Group senior executives' committee as well as, pursuant to the
provisions of the Law concerning European Works Councils, a European
Works Council may be instituted at Celanese AG.
11.3 Effects on Supervisory Boards
The membership of the employee representatives ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇-
▇▇▇▇▇▇ ▇▇▇▇ in the Supervisory Board of Hoechst AG will end pursuant to
Section 24 section 1 of the German Co-Determination Law
(Mitbestimmungsgesetz; "MitbestG") upon the Closing Date, since the
participations with respect to the companies, in which they are
employed, will be demerged; they will be replaced by the substitute
members ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Since ▇▇. ▇▇▇▇ has been
Deputy Chairman of the Supervisory Board, a new Deputy Chairman must be
elected from among the members of the Supervisory Board. Apart from
this, membership in the Supervisory Board of Hoechst AG will remain
unaffected by the demerger, at least until the end of the current term
of office.
The Supervisory Board of Celanese AG currently consists of three
shareholder representatives. Upon effectiveness of the demerger, the
Supervisory Board will initially consist of six shareholder
representatives, who will be elected by the general shareholders'
meeting of Celanese AG before the effectiveness of the demerger. In
consequence of the acquisition of the Demerged Assets and Liabilities,
the Supervisory Board is to be composed pursuant to the provisions of
the MitbestG in the future. The Management Board of Celanese AG will
therefore promptly after the effectiveness of the demerger initiate a
status proceeding pursuant to Section 97 of the German Stock
Corporation Law (Aktiengesetz; "AktG") by giving notice that the
Supervisory Board must be composed of six shareholder representatives
and six employee representatives pursuant to Section 7 section 1
sentence 1 number 1 MitbestG. After the completion of the status
proceeding, the representatives of the employees will be appointed by
the court. The members to be elected by the shareholders will be
elected already before the effectiveness of the demerger for a term of
office which runs to the end of the first annual shareholders' meeting
of Celanese AG held after the effectiveness of the demerger.
11.4 Operational Changes
Except for the changes in relation to the Corporate Centre of Hoechst
AG, no operational changes will occur in connection with the demerger.
Insofar as operational changes occur subsequently in connection with
the further development of Hoechst AG and Celanese AG, the respective
bodies representing employees of Hoechst AG and Celanese AG will be
13
14
involved in accordance with the provisions of applicable law.
SECTION 12 WARRANTIES
Hoechst AG gives no warranties to Celanese AG for the condition of the
Demerged Assets and Liabilities. Furthermore, except to the extent
expressly provided for otherwise in this Agreement, Hoechst AG and
Celanese AG may not assert any claims whatsoever in connection with the
demerger pursuant to this Agreement against each other on any legal
basis in respect of the violation of contractual, precontractual or
statutory obligations or representations.
SECTION 13 DIVISION OF EQUITY FOR TAX PURPOSES
The individual fractional amounts of equity of Hoechst AG to be
utilized for tax purposes as per January 1, 1999, 24.00 hours (the "Tax
Transfer Date"), will be split up between Hoechst AG and Celanese AG in
proportion to their respective stock-market values. This proportion
shall be determined on the basis of the number of shares of both
companies and the average closing quotations of the shares of Hoechst
AG and Celanese AG in the floor trading on the Frankfurt Stock Exchange
during the first two weeks starting on the first listing date of the
shares of Celanese AG.
SECTION 14 COSTS AND EXPENSES
14.1 Prior to the demerger, the costs arising in connection with the
demerger shall be borne by Hoechst AG.
14.2 Upon effectiveness of the demerger, the following shall apply
retroactively instead of Section 14.1:
a) The costs of the demerger, including the expenses for this
Agreement, the demerger report and the demerger audit as well
as the associated costs for external advisors and investment
banks shall be equally shared by Hoechst AG and Celanese AG.
The same shall apply to the real estate transfer tax that will
become due in connection with the demerger. The accruing
tax-amounts are to be reimbursed to the respective taxpayers
by Hoechst AG and Celanese AG.
b) Apart from this, the parties shall each bear themselves the
costs accruing in respect of their own affairs. In particular,
this shall apply to the costs of the respective general
shareholders' meetings as well as the stock exchange listing
of the shares of Celanese AG
14
15
and the financing of Celanese AG.
Payments made by Hoechst AG pursuant to Section 14.1 which are to be
borne by Celanese AG pursuant to Section 14.2 are to be reimbursed to
Hoechst AG following the effectiveness of the demerger.
SECTION 15 CHANGE OF EFFECTIVE DATE
15.1 If the demerger has not been entered in the Commercial Register for
Hoechst AG by December 31, 1999, the Effective Date shall be January 1,
2000, 0.00 hours, notwithstanding Section 3.1 of this Agreement, and
the transfer date for purposes of tax law shall be December 31, 1999,
24.00 hours notwithstanding Section 13 of this Agreement. In such case,
the balance sheet of Hoechst AG as per December 31, 1999 shall be used
as the Closing Balance Sheet for purposes of Section 3.2 of this
Agreement. In the event of any further delay of such entry beyond
December 31 of the following year, the respective dates shall be
postponed in each case for one further year.
15.2 If the demerger is entered in the Commercial Register of Hoechst AG
only after the annual general meeting of Celanese AG which resolves on
the appropriation of the net earnings for the fiscal year 1999, the
shares of Celanese AG, granted as consideration, shall, notwithstanding
Sections 8.1 and Section 9 of this Agreement, grant a profit
participation right only as of January 1, 2000. In the event of any
further delay of the entry beyond the following annual general meeting
of Celanese AG, the beginning date of the profit participation right
shall be postponed in each case for one further year.
15
16
SECTION 16 ENTRY INTO FORCE
This Agreement shall enter into force only the general shareholders'
meetings of Hoechst AG and Celanese AG consenting thereto and upon the
entry of the demerger in the Commercial Registers of Celanese AG and
Hoechst AG.
SECTION 17 RECISSION RIGHT
If the demerger has not become effective by the end of December 31,
1999 through an entry in the Commercial Register of Hoechst AG, Hoechst
AG may rescind this Agreement at any time with immediate effect without
the prior approval of the general shareholders' meeting of Hoechst AG.
SECTION 18 OTHER PROVISIONS
18.1 All disputes arising in connection with this Agreement or its validity
between the parties which cannot be amicably settled by them shall be
definitively decided according to the arbitration rules of the German
Institution for Arbitral Jurisdiction (Deutsche Institution fur
Schiedsgerichtsbarkeit e.V.; "DIS") with no recourse to the courts of
law. The arbitration tribunal shall have its seat in Frankfurt am Main.
18.2 The annexes to this Agreement form a part hereof.
18.3 Should one or several provisions of this Agreement be or become
partially or entirely ineffective or impracticable for any reason
whatsoever, the validity of the remaining provisions of this agreement
shall remain unaffected thereby. The same shall apply if this agreement
turns out to contain an omission. The ineffective or impracticable
provision shall be replaced or the omission filed by a reasonable
provision which to the extent legally possible most effectively serves
the parties' desires or serves the purposes and intents of this
agreement according to that which the parties' would have desired if
they had considered the point when entering into the agreement. This
shall also apply if the ineffectiveness of a provision arises from a
measure of performance or time (time period or time limit) fixed in
this agreement, in such cases the legally admissible measure of
performance or time (time period or time limit) which comes closest to
that which was desired shall take the place of what was agreed.
16
17
APPENDIX 1 TO THE DEMERGER AND TRANSFER AGREEMENT
1. DOMESTIC ENTERPRISES
a) LIMITED LIABILITY COMPANIES AND STOCK CORPORATIONS
Company, Commercial Share Capital/ Interest to be Interest to be
Registered Seat Register Capital Stock demerged held by demerged held by
HRB-No. total Hoechst AG Hoechst AG
(in DM) (nominal amount (in %)
in DM)
-----------------------------------------------------------------------------------------------------------------------
Acrylnitril Produktions Amtsgericht 500,000 500,000 100%
GmbH, Munchsmubster, Neuburg/Donau
formerly Diogenes Siebte HRB 90808
Vermogensverwaltungs
GmbH
Celanese Chemicals Europe Amtsgericht 9,996,500 9,996,500 100%
▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Celgard GmbH Amtsgericht 550,000 550,000 100%
Wiesbaden Wiesbaden
HRB 11166
Diogenes Dreizehnte Amtsgericht 50,000,000 50,000,000 100%
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇*, ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇
Main
Diogenes Erste Amtsgericht 100,000 100,000 100%
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
Frankfurt am Main
Hoechst Procurenent Amtsgericht 1,000,000 1,000,000 100%
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
InfraServ Verwaltungs Amtsgericht 51,000 51,000 100%
GmbH, Frankfurt am Frankfurt am Main
Main HRB
Reiseservice Hoechst Amtsgericht 50,000 50,000 100%
▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇
* The participations listed in Appendix 2 shall be contributed to this
company by July 31, 1999.
17
18
b) LIMITED PARTNERSHIPS
Company, Commercial Limited Interest to be Interest to be
Registered Seat Register Liability demerged held demerged held
HRA-No. capital total by Hoechst AG by Hoechst AG
(in DM) (in case of interest in limited
as limited partner Liability capital
nominal amount (in %)
in DM)
----------------------------------------------------------------------------------------------------------------------------------
Hoechst Akriengesellschaft Amtsgericht 5,000 Demerger of legal position of
& Co. Procurement Frankfurt am Main Hoechst AG as general partner
▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇
Frankfurt am Main
InfraServ GmbH & Co. Amtsgericht Bruhl 2,000,000 2,000,000 100%
Deponie Knapsack KG, HRA 996
Hurth
InfraServ GmbH & Amtsgericht 91,990,598 31,591,506 33% of the
Co. Gendorf Traunstein voting rights
KG, Burgkirchen HRA 6463
InfraServ GmbH & Amtsgericht 699,144,172 99,889,324 15% of the
Co. Hochst KG, Frankfurt am Main voting rights
Frankfurt am Main HRA 28182
InfraServ GbmH & Amtsgericht 19,212,234 1,921,223 10%
Co. Kelsterbach Russelsheim
KG, Kelsterbach HRA 1690
InfraServ GmbH & Amtsgericht Bruhl 126,160,659 28,991,286 22% of the
Co. Knapsack KG, HRA 995 voting rights
Hurth
InfraServ GmbH & Co. Amtsgericht 10,822,385 5,302,969 49%
Munchsmunster KG Neuburg/Donau
Munchmunster HRA70122
InfraServ GmbH & Amtsgericht 21,794,527 2,179,453 10%
Co. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
InfraServ GmbH & Amtsgericht 120,157,536 34,845,686 29%
Co. Wiesbaden Wiesbaden
KG, Wiesbaden HRA 4264
18
19
2. FOREIGN ENTERPRISES
Company Nominal Interest Interest
Registered Seat capital total to be demerged to be demerged
(relevant currency) held by Hoechst AG held by
(nominal amount in Hoechst AG
relevant currency) (in %)
---------------------------------------------------------------------------------------------------------------
Celanese Italia S.p.A., ITL 125,000,000 ITL 125,000,000 100%
Milano, Italy
Hoechst China Ltd., HKD 2,000,000 HKD 2,000,000 100%
Hongkong
Ticona Norden Sverige AB, SEK 4,300,000 SEK 4,300,000 100%
Goteborg, Sweden
Quinica Hoechst de Cuba, CUP 15,000 CUP 15,000 100%
La Habana, Cuba
Ticona Iberia SL, ESP 103,800,000 ESP 103,800,000 100%
Barcelona, Spain
Ticona Italia S.p.A., ITL 700,000,000 ITL 700,000,000 100%
Milano, Italy
Ticona Norden Denmark AS, DKK 2,500,000 DKK 2,500,000 100%
Rodovre, Denmark
Ticona Norden Finland Oy, FIM 300,000 FIM 300,000 100%
Maantiekyla, Finland
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ AB, SEK 100,000 SEK 100,000 100%
Goteborg, Sweden
Vinnolit Italia S.p.A., ITL 190,000,000 ITL 190,000,000 100%
Milano, Itlay
19
20
APPENDIX 2 TO THE DEMERGER AND TRANSFER AGREEMENT
Participations to be contributed to Diogenese Dreizehnte
Vermogenswaltungs GmbH.
Company, Commercial Share Capital/ Interest to be Interest
Registered Seat Register Capital Stock demerged held to be
HRB-No. total (in DM) by Hoechst AG demerged
nominal amount held by
(in DM) Hoechst AG
(in %)
-----------------------------------------------------------------------------------------------------
Dyneon GmbH, Amtsgericht 5,000,000 4,876,700 97.49%
Burgkirchen ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ 0.20 USD 0.20 USD 100%
Holdings Inc. U.S.A.
Targor GmbH, Amtsgericht Mainz 19,996,000 9,998,000 50%
Mainz HRB 6473
Nutrinova Nutrition Amtsgericht 10,000,000 10,000,000 100%
Specialties and Food Frankfurt am Main
Ingredients GmbH, HRB 43545
Frankfurt am Main
Hoechst Trespaphan Amtsgericht 5,000,000 4,999,500 99.99%
GmbH, Neunkirchen
Neunkirchen HRB1962
Hoechst Trespaphan ▇▇▇▇▇▇ Manor, 11,000,002 GBP 7,000,000 GBP 63.64%
UK Ltd. Swindon
UK No. 3118387
Hoechst Trespaphan 1,915,000 ESP 1,915,000 ESP 100%
Iberia SL,
Spain
Ticona GmbH, Amtsgericht 9,996,000 9,996,000 100%
Frankfurt am Main Russelsheim
HRB 3534
Vinnolit Kunststoff Amtsgericht 40,250,000 20,125,000 50%
GmbH, Munchen
Ismaning HRB 102851
20
21
APPENDIX 3 TO THE DEMERGER AND TRANSFER AGREEMENT
Subject to the demerger are the legal positions of Hoechst AG arising
from the following contracts (including any Appendices thereto) and any
agreements concluded in connection with such contracts (with the
exception of such obligations and claims that have already expired at
the date of effectiveness of the demerger):
1. Asset Purchase Agreement between Hoechst AG and Arteva B.V. of October
12, 1998 regarding the purchase of business activities in the business
field of polyester.
However, Hoechst AG will indemnify Celanese AG against all obligations
with the exception of environmental liabilities arising from the Asset
Purchase Agreement that do not relate to the current or former business
activities of enterprises (or - with respect to such business
activities - their predecessors) in which Celanese AG holds a direct or
indirect interest by reason of the demerger. Hoechst AG shall be
entitled to any rights resulting from the Asset Purchase Agreement that
do not relate to the aforementioned business activities.
Insofar as maximum amounts apply to certain recovery claims of the
purchaser pursuant to the Asset Purchase Agreement, Hoechst AG and
Celanese AG will treat each other - if necessary by way of compensation
payments - as if respective separate maximum amounts apply to each of
Hoechst AG and Celanese AG. To determine the separate maximum amounts,
the respective maximum amount shall be prorated between Hoechst AG and
Celanese AG equalling the relation in which the total purchase price
pursuant to the Asset Purchase Agreements is divided between Hoechst AG
or the enterprises in which it holds a direct or indirect interest by
reason of the demerger, respectively, on the one hand, and Celanese AG
or all the enterprises in which Celanese AG holds a direct or indirect
interest by reason of the demerger, respectively, on the other hand.
The same applies insofar as the Asset Purchase Agreement provides for
minimum amounts for recovery claims of the purchaser.
Environmental liabilities arising under this agreement are not subject
to the aforementioned provisions including the provisions on maximum
amounts, but exclusively subject to the provisions of Section 7.2 of
the Demerger Contract applied accordingly irrespective of whether these
environmental liabilities relate to business activities of current or
former enterprises in
21
22
which Celanese AG holds a direct or indirect interest by reason of the
demerger.
2. Guaranty (Garantie) of Hoechst AG in the letter of Hoechst AG to MCF
Inc. and Hoechst Diatoil Company LLC of September 28, 1998.
With respect to the joint maximum amount for certain recovery claims of
the purchaser pursuant to Section 13.4 of the Share Purchase Agreement
of September 29, 1998, pursuant to Section 13.3 of the Stock Purchase
Agreement of September 28, 1998, both between Mitsubishi Chemical
Corporation and Hoechst Aktiengesellschaft, and pursuant to Section
14.4 of the Membership Interest and Asset Purchase Agreement between
MPF Inc., Hoechst Diafoil Company LLC, U.S. PET Film Inc. and HNA
Holdings Inc. of September 28, 1998, the following is agreed upon:
Hoechst AG and Celanese AG will treat each other - if necessary by way
of compensation payments - as if Hoechst AG on the one hand, or jointly
U.S. PET Film Inc. and HNA Holdings Inc., respectively, on the other
hand, each had to pay recovery amounts, relevant to the maximum-amount
provision, of not more than 50% of the joint maximum amount to the
purchasers pursuant to the referred to contracts.
Environmental liabilities arising are not subject to the aforementioned
provisions including the provisions on the treatment of maximum
amounts, but exclusively subject to the provisions of Section 7.2 of
the Demerger Agreement applied accordingly.
3. Base Contract between Hoechst AG and ▇▇▇▇▇▇-Chemie GmbH on June 30,
1993 regarding the establishment of a joint venture (Gemeinschafts-
unternehmen) in the business field of Polyvinylchlorid.
4. Agreement between Hoechst AG, ▇▇▇▇▇▇-Chemie GmbH, Vinnolit Kunststoff
GmbH and Celanese GmbH regarding the establishment of a joint venture
(Gemeinschaftsunternehmen) for the production of Monomer products of
December 15, 17, 22, 23, 1997.
5. Acquisition Agreement between Hoechst AG, Hoechst Trevira GmbH & Co.
KG, Hoechst Trevira Verwaltungs GmbH, Hoechst UK Ltd., HNA Holdings
Inc., Hoechst Corporation as well as ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ International Inc.,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Europe GmbH and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ GmbH of November 9, 1998.
However, Hoechst AG will indemnify Celanese AG against all obligations
with the exception of environmental liabilities arising from the
Acquisition Agreement that do not relate to the current or former
business activities of enterprises (or - with respect to such business
activities - their predecessors) in which Celanese
AG holds a direct or indirect interest by reason of the
22
23
demerger. Hoechst AG shall be entitled to any rights resulting from the
Acquisition Agreement that do not relate to the aforementioned business
activities.
Insofar as maximum amounts apply to certain recovery claims of the
purchaser pursuant to the Acquisition Agreements, Hoechst AG and
Celanese AG will treat each other - if necessary by way of compensation
payments - as if respective separate maximum amounts apply to each of
Hoechst AG and Celanese AG. To determine the separate maximum amounts,
the respective maximum amount shall be prorated between Hoechst AG and
Celanese AG equalling the relation in which the total purchase price
pursuant to the Acquisition Agreement is divided between Hoechst AG or
the enterprises in which it holds a direct or indirect interest by
reason of the demerger, respectively, on the one hand, and Celanese AG
or all the enterprise in which Celanese AG holds a direct or indirect
interest by reason of the demerger, respectively, on the other hand.
The same applies insofar as the Acquisition Agreement provides for
minimum amounts for recovery claims of the purchaser.
Environmental liabilities arising under this agreement are not subject
to the aforementioned provisions including the provisions on maximum
amounts, but exclusively subject to the provisions of Section 7.2 of
the Demerger Contract applied accordingly irrespective of whether these
environmental liabilities relate to business activities of current or
former enterprises in which Celanese AG holds a direct or indirect
interest by reason of the demerger.
6. Foundation Agreement between Hoechst AG and BASF AG of June 12, 1997
regarding Targor.
7. Option Agreement of November 24, 1998 between Hoechst AG and BCB--
Beteiligungsgesellschaft Beta mbH ("Beta") regarding a share in Hoechst
Trespaphan GmbH in the nominal amount of DM 500,000 held by Beta.
8. Joint Venture Agreement between Minnesota, Mining and Manufacturing
Company, St. ▇▇▇▇, Minnesota, USA, and Hoechst AG dated July 8, 1996
relating to Dyneon.
9. Indemnification Agreement dated January 18, 1999, between Nutrinova
GmbH and Hoechst AG in connection with the government investigation and
litigation associated with the sorbates industry.
23
24
With the transfer of this agreement, Celanese AG is required to
indemnify Nutrinova GmbH against all losses arising from the government
investigation and litigation associated with the sorbates industry for
price fixing. Hoechst AG and Celanese AG agree to share the financial
obligations arising in connection with the government investigation and
litigation associated with the sorbates industry in a ratio of 4 to 1
and will reimburse each other for any amounts paid that exceed their
respective portion.
24
25
APPENDIX 4 TO THE DEMERGER AND TRANSFER AGREEMENT
No. of Cost Center Description No. of Cost Center Description
--------------------------------------------------------------------------------------------------------
1001 Celanese AG Management Board 1802 Celanese AG Corporate Human
Resources
1005 Celanese AG Management Board 1803 Celanese AG Corporate Human
Resources
1007 Celanese AG Management Board
1009 Celanese AG Management Board 1805 Celanese AG Corporate Human
Resources
1010 Celanese AG Management Board
1012 Celanese AG Management Board 1806 Celanese AG Corporate Human
Resources
1101 Celanese AG Corporate Accounting
1201 Celanese AG Corporate Auditing 1809 Celanese AG Corporate Human
Resources
1301 Celanese AG Corporate Controlling 1810 Celanese AG Corporate Human
& Development Resources
1401 Celanese AG Corporate 1811 Celanese AG Corporate Human
Communications Resources
1421 Celanese AG Executive 1812 Celanese AG Corporate Human
Communications Resources
1431 Celanese AG Media Relations
1441 Celanese AG Corporate News Room 1813 Celanese AG Corporate Human
Resources
1451 Celanese AG Image and Advertising 1818 Celanese AG Corporate Human
Resources
1461 Celanese AG Public and Governmental 1819 Celanese AG Corporate Human
Affairs Resources
1471 Celanese AG Investor Relations 2201 Celanese AG Corporate Center
Regional Coordination
1501 Celanese AG Corporate Treasury
1502 Celanese AG Corporate Treasury 2202 Celanese AG Corporate Center
Regional Coordinator
1503 Celanese AG Corporate Treasury
1504 Celanese AG Corporate Treasury 2212 Celanese AG Corporate Center
Regional Coordinator
1510 Celanese AG Corporate Treasury 2202 Celanese AG Corporate Center
Regional Coordinator
1601 Celanese AG Corporate Law
1701 Celanese AG Corporate Tax
1801 Celanese AG Corporate Human
Resources
25
26
APPENDIX 5 TO THE DEMERGER AND TRANSFER AGREEMENT
Losses and gains resulting from the participation in and/or the
business of the Jahrhunderthalle Hoechst or the Hochst castle and
which, pursuant to the limited Partnership Agreement of InfraServ GmbH
& Co. Hochst KG are to be borne by the holder of the participation in
such KG to be demerged to Celanese AG; however, after a sale of such
assets, Hochst AG shall not bear any losses. Celanese, as the limited
partner of the InfraServ GmbH & Co. Hochst KG, will use its best
efforts to ensure that Hoechst AG will be able to have an influence
over the business operations of the Jahrhunderthalle Hoechst and the
Hochst castle.
26
27
APPENDIX 6 TO THE DEMERGER AND TRANSFER AGREEMENT
Company or Business Sold Buyer
-------------------------------------------------------------------------------------------------
1. Chlorfluorcarbide (CFC) Solvay
2. ▇▇-▇▇▇▇▇▇▇▇▇, Phosphorous Products Rotem Gruppe
3. ▇▇▇▇▇▇-▇▇-▇▇▇▇, Industry/Chemicals Allied Signal
4. Chlorparaffine Dover Chemical
5. Polyethylene Elenac
6. Diafoil*, PET-films Mitsubishi Chemicals
7. High Density Polyethylene/Polypropylene (Australia) Kemcor
8. Kalle Pentaplast, PVC-films Klockner-Werke AG
9. Kalle Nalo, Sausage cases Management buy-out
10. Vianova Resins ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
11. Herberts, Coatings DuPont
12. Trevira*, Polyesterfibers and Resins ▇▇▇▇ ▇▇▇▇/Arteva
13. Trevira*, Spunbond and Monofil ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
14. Trevira, Textile Polyesterfibers (Europe) Multikarsa
15. ▇▇▇▇, Engineering ▇▇▇▇▇
16. CeramTec, Ceramics Dynamit Nobel
17. Printing Plates Agfa
18. Trespha, Laminats HAL Investment
19. Depron, Polystyrol Alpha Investment
* Contracts will be demerged under Section 4.1 of this Agreement.
27