Merger of AGFB AG into PrimaCom AG Registered.Business Editors MAINZ, Germany--(BUSINESS WIRE)--Oct. 4, 2000 The merger of AGFB AGFB Army Ground Forces Band AG (AGFB Geregelter Markt: WKN WKN Wertpapier-Kenn-Nummer (identifying number assigned to securities traded in Germany) WKN Warrior Knowledge Network (US Army) 500880) into PrimaCom AG (Neuer Markt Frankfurt, WKN 625910; Nasdaq: PCAG PCAG Performance Confidence Assessment Group ) became effective with registration in the trade register of PrimaCom AG on October 2nd 2000. This executes the resolutions of the shareholder meetings of AGFB AG on August 28th 2000 and PrimaCom AG on August 19th 1999. According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. the merger agreement PrimaCom AG will give the AGFB shareholders 1 PrimaCom share for 4 AGFB shares. AGFB is a publicly traded company publicly traded company A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market. with 15,000,000 outstanding shares. With an interest of 19.01 percent AGFB is a large shareholder of PrimaCom and its only significant asset is its 3,750,000 PrimaCom Shares. In connection with the merger, PrimaCom will issue one PrimaCom share for every four AGFB shares. The same number of PrimaCom shares held by AGFB will be transferred to PrimaCom as a result of the merger. The financial impact of the AGFB merger on PrimaCom will be negligible. The exchange of the shares is expected to start within the next 3 weeks. Further details will be available from the share exchange notice which will be published in the federal gazette and the financial press shortly. This press release includes forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Because these statements apply to future events, they are subject to risks and uncertainties that could cause actual results to differ materially, including PrimaCom's absence of an operating history for its merged operations, its possible future need for additional financing, competitive factors and restrictions imposed by existing and possible future debt instruments. |
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