euro adhoc: PrimaCom AG / other / PrimaCom AG and Omega I S.à r.l. sign domination agreement

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Disclosure announcement transmitted by euro adhoc. The issuer is responsible
for the content of this announcement.
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14.07.2008

PrimaCom AG, Mainz ("PrimaCom"), as the dominated entity, entered
into domination agreement with its primary shareholder Omega I S.à
r.l., Luxembourg ("Omega") as the controlling entity. PrimaCom's
supervisory board and the Omega shareholders´ meeting approved the
domination agreement on July 14, 2008. The agreement will take effect
once it has been agreed upon by the PrimaCom shareholders´ meeting
and has been entered into the commercial register of the company.

Pursuant to the domination agreement, Omega will pay to the PrimaCom
minority shareholders for the duration of the domination agreement a
guaranteed dividend of 0.71 Euro gross (present net of 0.65 Euro) per
PrimaCom share as compensation for every full fiscal year. Further,
Omega has undertaken pursuant to the domination agreement to pay all
minority shareholders of PrimaCom who decide to tender their shares
because of the conclusion of the domination agreement 7.72 Euro per
share in cash. The obligation of Omega to compensate for tendered
shares is limited to two months after the agreement has been entered
in the commercial register of PrimaCom (subject to a prolongation
because of a judicial appraisal procedure).

All PrimaCom shareholders who accept Omega's offer within 45 days of
the registration of the agreement with the commercial register will
also receive a one-time, discretionary, special compensation from
Omega in the amount of 1.18 Euro per PrimaCom share, making the total
amount per PrimaCom share 8.90 Euro.

PrimaCom executive board and the executives of Omega jointly
determined the amount of the compensation on the basis of the expert
valuation of PricewaterhouseCoopers Wirtschaftsprüfungsgesellschaft,
Frankfurt/Main dated July 14, 2008. Auditing company LKC TREUBEG mbH
of Grünwald, assigned by the Mainz District Court on May 20, 2008 as
the independent auditor, confirmed the adequacy of the compensation.
The general shareholders´ meeting, where the matter of the domination
agreement will be decided, is planned for August 28/29, 2008. Further
details will be duly released.

end of announcement euro adhoc
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ots Originaltext: PrimaCom AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Investor Relations

Telefon: +49(0)6131 944 522

E-Mail: investor@primacom.de

Branche: Telecommunications Equipment
ISIN: DE0006259104
WKN: 625910
Börsen: Börse Berlin / free trade
Börse Hamburg / free trade
Börse Stuttgart / free trade
Börse Düsseldorf / free trade
Börse Hannover / free trade
Börse München / free trade
Börse Frankfurt / regulated dealing/general standard