Ad hoc announcement according to article 53 KR
NEW VALUE AG: Investment agreement signed, Extraordinary General Meeting, Election to the Board of Directors
25 May 2021
The investment company New Value AG announces that it has signed an investment agreement with the shareholders of EyeEm Group GmbH based in Berlin (EyeEm) to acquire 100% of EyeEm's shares. EyeEm operates an online photography platform with a global community. The acquisition of the shareholding will mainly take place through the issuance of New Value shares in the context of a capital increase by way of contribution in kind, which is still to be resolved by the General Meeting, and is therefore subject to the approval of the shareholders of New Value AG.
The issuance of the 34'193'049 fully paid registered shares with a nominal value of CHF 1 each and an issue price of CHF 1 each created by contribution in kind in the capital increase of 19 May 2021, has been published in the commercial register. These new registered shares are currently not listed on the stock exchange. As a result, among others the following investments have been added to New Value AG's investment portfolio: 100% stake in Jovoto GmbH, Berlin (online marketplace for creative services and ideas), 100% stake in Talenthouse IP LLC, New Mexico, USA (holds all rights associated with the Talenthouse.com platform) and a 50.5% stake in TLNT Holdings SA, Luxembourg (holds interests in the operators of Zooppa.com and Ello.co, online platforms for creative professionals).
In order to be able to execute the acquisition of the EyeEm shares and, if applicable, to acquire further participations, the Board of Directors is proposing to an Extraordinary General Meeting to be called on 18 June 2021 ordinary capital increases of up to approximately CHF 8.5 million in total by means of contribution in kind by issuing the corresponding number of unlisted fully paid registered shares with a nominal value of CHF 1 each and an issue price of CHF 1 each. In order to enable further development steps to be taken by the company, the Board of Directors proposes the creation of authorised capital up to a maximum amount of CHF 17 million and conditional capital up to a maximum amount of CHF 8 million. Furthermore, the election of Mr. Michael Wachsler as a member of the Board of Directors is proposed.
About Michael Wachsler
Michael Wachsler, Austrian citizen, is the Chairman of ams International AG, Switzerland, and ams Sensors Holding Asia Pte Ltd, ams Sensors Asia and ams Sensors Singpore, all in Singapore. He was a member of the Management Board of ams AG (formerly austriamicrosystems AG) from 2003 to 2020 and currently supports ams as a consultant. He joined ams in 2001 and held the position of Chief Financial Officer from 2003 to 2020. During his career of more than 25 years, Michael Wachsler was also Finance Director of Ahead Communications AG and worked as a consultant and auditor for international mandates at KPMG.
More information about New Value
New Value, listed on the SIX Swiss Exchange, invests directly in private companies with above-average market and growth potential. The focus is on companies in the field of digital business models. New Value engages in active value management with the aim of further developing its holdings and thus increasing their value.