. 28.7.93 Official Journal of the European Communities No L 185/43 COMMISSION DECISION of 6 April 1993 concerning aid awarded by the German Government to Hibeg and by Hibeg via Krupp GmbH to Bremer Vulkan AG, facilitating the sale of Krupp Atlas _Elektronik GmbH from Krupp GmbH to Bremer Vulkan AG (Only the German text is authentic) (93/412/EEC). THE COMMISSION OF THE EUROPEAN COMMUNITIES, Having regard to the Treaty establishing the European Economic Community, and in particular the first subpara- graph of Article 93 (2) thereof, Having given notice in accordance with the above Article 93 to interested parties to submit their comments and having regard to those comments, Whereas : - By letter dated 17 December 1991 the German Govern- ment notified a guarantee given by the Freie Hansestadt Bremen/Land Bremen. The Commission, by letter D/00130 dated 20 January 1992, requested supplementary information from the German Government. The German Government’s answer of 4 March 1992 was received on 9 March 1992. On 6 May 1992 the Commission decided to open the procedure provided for in Article 93 (2) of the EEC Treaty. This was communicated to the German Government by letter SG(92) D/6699 of 20 May 1992 and published in the Official Journal of the European Communities (). 1 The German notification concerns a guarantee given by the Land of Bremen to support the buying of Krupp Atlas Elektronik GmbH (KAE) by Bremer Vulkan AG (BV) from Krupp GmbH (Krupp). The German Government described a complex plan involving various transactions which, in combination, affect the sale of KAE to BV. In order to further diversify out of shipbuilding BV - bought a 74,9 % share in KAE from Krupp. The price of DM 350 million was not paid in cash but with newly issued shares in BV. The following (summarized) transac- tions took place or were agreed on: — 17 October 1991 : the general meeting of shareholders of BV decides on an increase in the share capital, () OJ No C 171, 7. 7. 1992, p. 3. — 21 November 1991: the Frei Hansestadt Bremen (Land Bremen) gives a guarantee of DM 126 million plus credit costs and interest to Hanseatische Indu- strie-Beteiligungen GmbH (Hibeg), a public company owned by the Land of Bremen, — 26 November 1991: a share-swap between Krupp and BV whereby BV vyields 2,8 million new BV shares (total value according to BV, DM 350 million, i.e. DM 125 per share) to Krupp in order to acquire a 74,9 % holding in KAE, — 26 November 1991 : Krupp and Hibeg together found a Gesellschaft biirgerlichen Rechts (GbR), — 31 December 1991: Krupp and Hibeg bring both their agreed holdings into the GbR. Krupp contri- butes the 2,8 million BV shares and Hibeg contributes DM 350 million in cash, financed by a bank credit partly covered by the Land’s guarantee mentioned above, — 31 December 1991 : on the basis of the agreement establishing the GbR, the GbR gives a DM 350 million advance to Krupp. Hibec gets the irrevocable entitlement to sell the BV-shares to a third person at a minimum price of DM 125 per share. Every share sold reduces the holding of the two partners in the GbR, by effecting both a reduction of the balance owed on - the advance to Krupp and a repayment of the credit brought in by Hibeg, — 28 February 1994 the earliest and at 31 December 1994 the latest : the GbR will be dissolved. The remai- ning BV shares are transferred to Hibeg while Krupp holds the balance of the advance. Hibeg was the option, agreed upon with the banks that gave it the credit, of repaying (part) of the credit by selling the BV shares to those banks for DM 80 per share at the end of the credit term. In short, this means that BV buys a 74,9 % share in KAE by paying Krupp 2,8 million BV shares. Within the framework of the GbR Krupp exchanges those shares with Hibeg and Krupp receives DM 350 million. At the time of the transaction BV shares were quoted on the stock market at a value of around DM 80 per share, ie. the total value of the 2,8 million shares was DM 224 million. The Land of Bremen/Freie Hansestadt Bremen supports Hibeg with a guarantee of DM 126 million, the