Marbert Holding AG
Marbert management explains reasons for bankruptcy
Marbert Holding AG / Key word(s): Insolvency 18.05.2011 / 13:49 Marbert management explains reasons for bankruptcy Duesseldorf, 18th May 2011, today, the management of Marbert Holding AG and Marbert Cosmetics GmbH, a wholly owned subsidiary company of Marbert Holding AG, announced that both companies filed petitions for bankruptcy with the Dusseldorf bankruptcy court. Mr. Di Filippo, Jr., Managing Director and major shareholder of Marbert Holding AG personally regrets the potential loss of jobs for the many loyal and decent employees of this great German company that may result from this bankruptcy filing. He will do everything possible, working closely with the bankruptcy Administrator, to save the jobs of the Marbert Cosmetics employees. Since September 2010, when he assumed the leadership position of both companies, Mr. Di Filippo, Jr. has done everything possible to restructure both companies and to achieve a financial turn around. In addition to a total cash investment of EUR 6.5 million, DMC Holding assumed financial guarantees for Marbert Holding AG of EUR 3.5 million increasing its investment to a total of EUR 10 million. This entire investment is now also at serious risk of being lost. In May 2010, DMC Holding AG, a Swiss holding company that owns all of the shares of DMC S.p.A., a company organized and existing under the laws of the Republic of San Marino, purchased 47% of the shares of Marbert Holding AG. The investment made by DMC Holding in Marbert Holding was originally limited to a passive investment with a maximum investment amount of EUR 4 million. At that point of time, there was no intention for DMC Holding to assume the leading role in the management of Marbert Holding AG or Marbert Cosmetics GmbH or to exceed its maximum investment limit of EUR 4 million. In July 2010, DMC Holding received the first indications that the financial condition of Marbert Holding AG, upon which it based its final investment decision, had been significantly misrepresented. In late August 2010, DMC Holding through its German lawyers requested the new Supervisory Board of Marbert Holding AG to remove the management of Marbert Holding and Marbert Cosmetics for cause and to appoint a new professional manager as Managing Director. DMC Holding also assigned a leading German financial advisory firm to conduct a detailed financial due diligence review of Marbert Holding AG, to determine its actual financial condition. The results of this financial review confirmed the worst expectations about the very serious financial problems affecting Marbert Holding AG. In September 2010, Mr. Di Filippo, Jr. believed the financial problems at Marbert Holding were so serious that he himself assumed the leadership of Marbert Holding and Marbert Cosmetics as Managing Director. In October, 2010 Mr. Di Filippo, Jr. recognized that Marbert Holding would require more assistance to restructure the company financially and to make it profitable. Consequently, Mr. Di Filippo, Jr. completed negotiations with a German entrepreneur, Mr. Stephan T. Schubert, to invest in Marbert Holding AG and to assume primary responsibility for the financial restructuring and turn around of the company. Mr. Schubert's private investment company, STS, signed a binding agreement with DMC Holding to invest EUR 2 million in new equity and to provide Marbert Holding AG with an additional EUR 500,000 loan through the purchase of products. However in February 2011, Mr. Schubert informed the management that he would not honor the original agreement to invest in Marbert Holding and proposed to the company a radical restructuring of his investment that the management rejected because it believed it would have been unfair to the minority shareholders and creditors of Marbert Holding and, based on the advice of his German lawyers, possibly illegal under German law. Since then, the management has been in emergency negotiations with various German investment groups to determine whether an alternative investor to Mr. Schubert could be found for Marbert Holding AG. Such negotiations recently failed and the only remaining option Marbert Holding AG and Marbert Cosmetics GmbH was to file for bankruptcy under German law. The Management of Marbert Holding AG and Marbert Cosmetics GmbH has formally filed a criminal complaint to review the conduct and management of the former management and controlling shareholders of both companies to determine whether such conduct and management was illegal under German law and whether criminal charges should be filed against such managers and /or controlling shareholders. Mr. Di Filippo, Jr. will discuss with the appointed bankruptcy Administrator possible strategies to recover as much lost value as possible for the shareholders of Marbert Holding AG through civil actions against the parties responsible for such losses. Mr. Di Filippo, Jr. truly regrets the outcome of this matter for the minority shareholders of Marbert Holding and has done everything possible to protect their interests. For any further information, please contact DMC Holding's German law firm in Munich, Germany, CBA Studio Legale and Tributario, at +49 (0) 89 9901 6090, and ask for Avv. Enrico Fadani. Marbert Holding AG and Marbert Cosmetics GmbH End of Corporate News --------------------------------------------------------------------- 18.05.2011 Dissemination of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- Language: English Company: Marbert Holding AG Bonner Straße 155 40589 Düsseldorf Deutschland Phone: 0211-7953-0 Fax: 0211-7953-222 E-mail: info@marbert.de Internet: www.marbertfinance.com ISIN: DE000A0S84W0 WKN: A0S84W Listed: Regulierter Markt in Frankfurt (General Standard); Freiverkehr in Berlin, Düsseldorf, München, Stuttgart End of News DGAP News-Service --------------------------------------------------------------------- 125215 18.05.2011
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