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M2 Capital Sets the Record Straight On CeWe Color
2007-02-09 03:33 (New York)


M2 Capital Increases Shareholding in CeWe Color
M2 Capital Representative Resigns from Supervisory Board of CeWe Color


NEW YORK--(BUSINESS WIRE)--February 09, 2007
M2 Capital Management, L.P.("M2") today published the following
response to the various press releases, shareholder circulars and
media comments issued by CeWe Color Holding AG ("CeWe" or the
"Company") regarding M2 Special Opportunities Master, L.P.'s call for
an Extraordinary General Meeting ("EGM") of CeWe shareholders. M2 also
today announced that accounts managed or advised by M2 now own 10.29%
of CeWe's issued share capital and that, following recent events, M2representative Mr. Sebastian Freitag resigned from the CeWe
Supervisory Board yesterday.
CeWe's deliberately misleading statements have claimed that M2 has
requisitioned an EGM in order to seek the payment of a one-off
dividend of EUR 37-120 million. Furthermore, the Company has said that
such a payment is not possible with the Company's current capital
structure and would result in redundancies and closures. Let's look at
the facts:
1) Extraordinary General Meeting

M2 Special Opportunities Master, L.P.'s letter to the Company of
January 25, 2007, regarding the calling of an EGM actually proposes
three agenda items only:

-- The removal of Mr. Hartmut Fromm, Dr. Fritz Kroger, Dr. h.
c. Manfred Bodin, and Prof. Dr. Hans-Jurgen Appelrath as
Supervisory Board Members

-- The election to the Supervisory Board of four new members,
for which nominations of suitably experienced and skilled
individuals will be made in advance of the EGM

-- A vote of No-Confidence in Dr. Rolf Hollander, Mr. Andreas
F. L. Heydemann and Mr. Michael Wefers as members of the
the Management Board

The background and rationale to these proposals are set out in
detail in the letter. However, the Company has still not published
this letter and shareholders have therefore not been properly informed
of the reasons for the calling of the EGM. This and other recent
correspondence between M2 and the Company has therefore been made
available by M2 at www.fixcewecolor.com so that interested parties can
independently judge the facts for themselves.

The Company has still not indicated when the EGM will take place.
Furthermore, M2's ex-Supervisory Board representative - Mr Sebastian
Freitag - is not aware of any Board meeting or Board discussions
taking place to discuss the call for an EGM, despite requests for such
a meeting. This is only the latest in a stream of corporate governance
abuses, and is one of the many reasons why M2 has been forced to
resort to calling a full shareholders' meeting.

2) Inappropriate Capital Structure

M2's suggestion of a larger dividend payment than the Management
and Board are currently proposing is one of a number of actions
proposed by M2 in letters to CeWe's Chairman (available at
www.fixcewecolor.com), and is based on a very straightforward analysis
of the Company's financial position. Following CeWe's Q3 2006 results,
analysts' estimates indicate that CeWe is expected to have 2006 year
end retained earnings of approximately EUR 70 million, to have
generated operating free cash flow of approximately EUR 30 million, to
have minimal long term debt of approximately EUR 5 million by the end
of the year and to have cash balances of approximately EUR 20-25
million. CeWe has minimally revised its capital expenditure plans to
indicate CAPEX of approximately EUR 30 million per year from 2007 and
could spend up to EUR 15 million on the current share repurchase
programme. The Company is therefore clearly overcapitalised.
Furthermore, the forward five year CAPEX plans and committed
acquisition war chest of EUR 50 million give no reason to believe that
this situation will not recur in future years, despite the further
recent downward revision in earnings guidance by the Company. CeWe
need not adjust any of its recently stated investment plans in order
to comfortably pay a dividend of EUR 5 per share, or EUR 35 million in
total. This is exactly what M2 suggested be discussed by the Company's
Board. Hardly the 'massive debt-financed special dividend' that
Company statements have suggested.

M2 welcomes the share repurchase program, which is a step in the
right direction and has been suggested by M2 for over a year. However,
such a program must be effective and accretive in order to create
shareholder value. The program has been structured in a way that makes
it unlikely to succeed as the Company is only offering to buy back
shares at a discount to the market price and before the announcement
of any dividend payment for 2006. The failure to cancel the redeemed
shares also means that the program will be inefficient and not
accretive for shareholders.

3) Comments

David Marcus of M2 commented: "The unfounded allegations being
thrown at M2 are an attempt to muddy the waters and divert
shareholders' attention away from the real issues at stake here. This
public company is behaving like a private company and abusing its
governance responsibilities."

"CeWe came to us in 2005 in New York looking for investors. We are
long term shareholders committed to value creation in all senses and
for all stakeholders. Over the past 2 years, the management and the
family trustees have sold over EUR 50 million of CeWe Color stock.
Over the same period, management has issued two major profit warnings
and CeWe has been one of the worst performing stocks in the market.
Meanwhile, we have consistently added to our position."

"CeWe is a great company with a bright future but its potential
needs to be unlocked quickly or it will lose its opportunity in the
digital environment. As you can see from the documents published on
www.fixcewecolor.com, we have tried every means possible to make this
company sit up and listen, but arcane governance structures and
incompetent business management have frustrated us at every turn."

"This is ultimately about the use of shareholders' capital. CeWe
is not a bank - if it has excess capital, it should be returned to the
owners. By hoarding its "cash pile" and restricting cash flow, this
management has damaged its growth potential and its shareholders. This
has cost hundreds of employees their jobs and cost investors millions
of Euros in losses."

"A number of other major shareholders have expressed the same
concerns as us and agree that change is long overdue and more
necessary than ever. It is in everyone's interests that a date be set
for an early EGM so that these issues can be discussed openly."

For further information, please visit www.fixcewecolor.com


CONTACT:
M2 Capital Management, LP
David Marcus, Chief Executive Officer
Phone: [phone]
Email: [e-mail]
or
Shared Value
Andrew Best / Matthew Hooper
Phone: [phone]
Email: [e-mail]

-0- Feb/09/2007 8:33 GMT

[Exploser]

Antwort auf Beitrag Nr.: 27.541.133 von Berta Roker am 09.02.07 10:03:08

WKN ?

[Berta Roker]

cewe color


wkn 540390