euro adhoc: PANDATEL AG / Mergers - Acquisitions - Takeovers / BaFin revokes exemption for Dowslake Venture Ltd.

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Disclosure announcement transmitted by euro adhoc. The issuer is responsible
for the content of this announcement.
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02.08.2007

Hanover, August 2, 2007. In the context of its exemption proceedings
for Dowslake Venture Ltd., Santa Clara, California as well as for Dr.
Dan Yang and Mr. Zibin Lu, Shanghai, BaFin's (German federal
financial supervisory agency) notice of 31 July 2007 revoked its
notice of 17 January 2006, according to which the same are exempted
from making a mandatory takeover bid according to Art. 35 WpÜG.
Basically, BaFin states that said revocation is ex officio
admissible, because it was reserved under Number 3 of the definitive
notice of 17 January 2006. According to BaFin, the revocation is well
founded, whereas the right to revoke results from two provisions of
the notice of 16 January 2006. Further, BaFin insists that the only
precondition for the existence of the right to revoke is the failure
to execute a capital increase in kind of Pandatel AG's share capital
by contribution of all or at least 95% of the shares in Dowslake
Microsystems Corp. until 31 December 2006 into the commercial
register or if the applicants of Pandatel AG were not able to
otherwise obtain ownership in all or at least 95% of the shares in
Dowslake Microsystems Corp. until this date. This precondition is
complied with, because entry into the commercial register of the
local court Hanover was made only concerning annual general meeting's
resolution of 27 March 2006 regarding share capital increase but not
execution of share capital increase. Also, the notice was issued on
condition to immediately proof BaFin entry of the share capital
increase's execution for contributing aforementioned shares in
Dowslake Microsystems Corp. based on an annual general meeting's
resolution of Pandatel AG. Because execution of share capital
increase was not entered into the commercial register, such proof
cannot be supplied. In the end, executing the right of revocation is
also adequate, because revoking is a suitable measure to eventually
enable minority shareholders of Pandatel AG to make a desinvestment
decision within a mandatory takeover bid who received no mandatory
takeover bid according to Art. 35 WpÜG due to the exemption of the
applicants. To grant minority shareholders this opportunity to
decide is also necessary. Because, based on the fact of the legal
initial state of Art. 35 WpÜG the remaining shareholders are to be
made a mandatory takeover bid in case of change of control, from
which the applicants were exempted by the notice of 16 January 2006.
According to today's facts, the basis of exemption no longer applies
and therefore the mandatory situation of Art. 35 WpÜG hast to be
reestablished as it would have applied without exemption.

About PANDATEL AG: PANDATEL is a German corporation based in Hanover.
PANDATEL was formed in 1987 as Pan Dacom Telekommunikation GmbH. It
went public at Frankfurt stock exchange in November 1999. Majority
shareholder is Dowslake Venture Ltd. (U.S.A.)with Dr. Dan D. Yang as
CEO of both companies. PANDATEL provides a full range of last mile
access products as well as optical transport equipment to its
worldwide customers. PANDATEL currently sells its products through
its regional offices and Dowslake Microsystems in the US, Germany,
France, UK, China, and Singapore, in partnering with resell partners
as well as OEM customers, covering 86 countries in all 5 continents.
More Information on the website www.pandatel.com

end of announcement euro adhoc 02.08.2007 17:29:13
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ots Originaltext: Pandatel AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:
insignis GmbH
Raik Packeiser
Phone: +49 511 33 65 15 31
Email: Raik.Packeiser@insignis.de

Branche: Telecommunications Equipment
ISIN: DE0006916307
WKN: 691630
Index: Prime All Share
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