euro adhoc: Dowslake Venture Ltd / Mergers - Acquisitions - Takeovers / Ad hoc disclosure pursuant to Art. 10 para 3 WpÜG August 2, 2007 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

Hannover, 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 Dowslake Headquartered in Santa Clara California, with a
manufacturing facility in Shanghai China, Dowslake offers to its
customers the best of the world - advanced product design and
low cost manufacturing. The product portfolio of Dowslake
includes a series of cost-effective building blocks for fiber
optic transport technology. Recently Dowslake has acquired
Rullingnet (Hongkong) to develop advanced Ethernet-over-Sonet/SDH
solutions. Dowslake customers include major telecom system makers
with more than 65% of revenue from the United States, with
remaining from Japan, China, and Israel. Dowslake sells its
products mainly through a network of independent sales partners.
For more information about Dowslake, please visit
www.dowslakemicro.com

end of announcement euro adhoc 02.08.2007 17:57:58
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ots Originaltext: Dowslake Venture Ltd
Im Internet recherchierbar: http://www.presseportal.de

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