Drucken GB - MME moviement

As part of this acquisition, the company undertook its own organisational restructuring.
MME AG and eyedoo GmbH, as transferring and absorbing entities respectively, entered
into a notary spin-off agreement on 7 July 2004 in accordance with the provisions
of Section 123, para. 3 of the Law Regulating Transformation of Companies (Umwandlungsgesetz,
UmwG). The subject matter of the spin-off agreement is the spin-off of
the entire business operations of MME into the former eyedoo GmbH (now MME Me,
Myself & Eye Produktions GmbH (hereinafter also referred to as “MME GmbH”)). MME
AG therefore assumes the holding function in the Group. The general meeting of shareholders
on 20 August 2004 approved this spin-off agreement. The spin-off was
entered into the Commercial Register of the Hamburg District Court on 28 September
2004. The spin-off has no influence on the consolidated accounts.
On 12 August 2004, MME AG as purchaser entered into a notary share purchase
agreement with the shareholders in moviement GmbH, Munich (entered in the
Munich Commercial Register as HRB 127906), as sellers. The agreement governed the
purchase of all shares in moviement GmbH in exchange for the issue of new shares
and a cash purchase price. The shares are in part a contribution in kind within the framework
of a capital increase (for more information see “MME Me, Myself & Eye
Entertainment AG – Capital position – Capital increase from in-kind contribution for
purchase of moviement GmbH“). As a result of the purchase of moviement GmbH,
filmpool Film- und Fernsehproduktionsgesellschaft mbH & Co. KG, Cologne, filmpool
Verwaltungs-GmbH, Cologne, Park fernsehen GmbH, Cologne, DIE ANDERE Filmproduktion
GmbH, Munich, AllMedia Kinoproduktion GmbH, Munich (formerly: NOV-
AMEDIA Production Management GmbH) and AllMedia Pictures GmbH, Munich are
part of the Group’s new structure.
The equivalent value of EUR 34, 147, 000 (for the 100% takeover of moviement
GmbH) is made up of a cash purchase price of EUR 22, 660, 000, an investment in
kind of EUR 10, 372, 000 (capital increase of 3, 440, 000 shares evaluated according to
the Fair Value Principle) and transaction costs. To evaluate the issued financial instruments
the cash purchase price was used. Furthermore, the cash purchase price can
be increased by EUR 4,500,000 retroactively.
The acquired value of assets and debts (present values) are given in note (3). Increases
in the book value of the intangible assets of EUR 3, 459, 000 were made. The revenues
and expenses of moviement from 08/2004 are to be found in the consolidated
profit and loss account. With a pro-forma inclusion from the start of 2004 the consolidated
revenues amounted to EUR 80,941,000 and the net profit of the year amounted
to EUR 3,199,000.
NON-BINDING TRANSLATION
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