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CEO und Supervisory Board emphatically reject additional motions for ordinary general assembly on October 10, 2017


Positive continuance prognosis of SKW expired
  • CEO Dr. Kay Michel: „Obvious attempt to gain control over SKW accepting the company being exposed to an imminent risk of insolvency“

München, 12. September 2017 – SKW Stahl-Metallurgie Holding AG has received motions for additional topics on the agenda for the scheduled ordinary general assembly on October 10, 2017 as of § 122 Abs. 2 AktG. Applicant is MCGM GmbH, Munich, together with other shareholders of the company. The managing director of MCGM GmbH, Dr. Olaf Marx, is also member of the Supervisory Board of SKW Stahl-Metallurgie Holding AG. CEO and all remaining five members of the Supervisory Board emphatically reject the motions. They regard such as an attempt to jeopardize the financial restructuring of the Company agreed with the finance investor Speyside (see our press release August 25, 2017).

MCGM GmbH requests among others to resolve on removing three members of the Supervisory Board plus election of a new member of the Supervisory Board, a decrease of the size of the Supervisory Board to four members, several motions to nominate a special investigator and to withdraw confidence in CEO Dr. Kay Michel. Moreover the shareholder requests to resolve on an increase of the share capital of the Company in cash with subscription right of up to 13.089.860 Euro to up to 19.634.790 Euro by issuing 13.089.860 new shares at a subscription price of at least 1,00 Euro per share. Shares not subscribed shall be offered to MCGM [Metal Funds 1] GmbH, München.

CEO and all remaining members of the Supervisory Board reject the intended removal of independent members of the Supervisory Board Dr. Ramsauer, Mr. Stegmann and Mr. Weinheimer, moreover they assess the proposed cash capital increase as not appropriate to reach the urgent needed comprehensive debt relief of SKW Stahl-Metallurgie Holding AG and SKW group, such being on the agenda of the ordinary general assembly. Without such a financial restructuring agreed with the investor Speyside Equity the existence of SKW Stahl-Metallurgie Holding AG is imminently at risk.

On the other hand the petitioners hold more than 10% of the registered share capital of the Company. Based on the content of the request for the amendment of the agenda, the CEO is going to work on the assumption that the petitioners will vote against the proposals of the management for a Debt-to-Equity-Swap by Speyside Equity. Based on presence and registration to former general assemblies of approximately 35% of the registered share capital, CEO has come to the conclusion that it is not predominantly likely that the agenda items of the management regarding the capital reduction and the capital increase against contribution in kind (debt-to-equity-swap) will reach the necessary majority of ¾ of the votes.

Thereby, the positive continuance prognosis of SKW Stahl-Metallurgie Holding AG has expired and the insolvency reason of overindebtedness is applicable to the Company. During the legally binding 3-week period the CEO will strive to sustainably eliminate the insolvency reason of overindebtedness to avoid having to file for insolvency.

Dr. Kay Michel, Vorstand (CEO) of SKW Stahl-Metallurgie Holding AG: „These motions of MCGM GmbH and its supporters in our view are the obvious attempt, with a wave of the hand to gain control on SKW via a cash capital increase. At the same time the only realistic measures aligned with the banks to save our company shall be jeopardized. Contrary to the investor’s offer of Speyside Equity the cash capital increase as proposed by MCGM GmbH does not come close the urgent necessary debt relief of our company. SKW Metallurgie’s would be put imminently at risk, shareholders could undergo a complete loss. Our Company may not become the plaything of intransparent interests of single persons in such an existential phase. Dr. Marx and his comrades accept the risk of insolvency and play with 600 jobs in our group.“

Contact 
Thomas Schulz 
Phone: +49 171 86 86 482 
E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it. 

About SKW Stahl-Metallurgie Holding AG and the SKW Metallurgie Group 
The SKW Metallurgie Group is a global market leader for chemical additives for hot metal desulphurization and for cored wire and other products for secondary metallurgy. The Group’s products enable steel-makers to efficiently manufacture high-quality steel products. Clients include the world's leading companies in the steel industry. The SKW Metallurgie Group has more than 50 years of metallurgical know how, and currently operates in more than 40 countries. What is more, the Group is a leading supplier of Quab specialty chemicals, which are mainly used in the global production of industrial starch for the paper industry. The SKW Metallurgie Group is headquartered in Germany with production facilities in France, the US, Canada, Mexico, Brazil, South Korea, Russia, the Peoples' Republic of China and India (joint venture). Shares of SKW Stahl-Metallurgie Holding AG have been listed in Frankfurt Stock Exchange's Prime Standard since December 1, 2006; since 2011 (conversion to name shares) with ISIN DE000SKWM021. 

Disclaimer 
This press release may include certain forward-looking statements which are based on currently available assumptions and predictions of the SKW Metallurgie Group‘s management as well as on other currently available information. Various identified as well as unidentified risks and uncertainties as well as other factors may result in a deviation of actual results, financial situation, development or achievement of the company compared to the assessments made herein. SKW Stahl-Metallurgie Holding AG does not intend and assumes no liability to update such forward-looking statements and to adjust them to future events and developments.