[Federal Register Volume 69, Number 92 (Wednesday, May 12, 2004)]
[Notices]
[Pages 26420-26421]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-10758]


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SECURITIES AND EXCHANGE COMMISSION

[File No. 1-15419]


Issuer Delisting; Notice of Application of Celanese AG To 
Withdraw Its Ordinary Shares, No Par Value, From Listing and 
Registration on the New York Stock Exchange, Inc.

May 6, 2004.
    On May 3, 2004, Celanese AG, a Federal Republic of Germany 
corporation (``Issuer''), filed an application with the Securities and 
Exchange Commission (``Commission''), pursuant to Section 12(d) of the 
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 12d2-2(d) 
thereunder,\2\ to withdraw its Ordinary Shares, no par value 
(``Security''), from listing and registration on the New York Stock 
Exchange, Inc. (``NYSE'' or ``Exchange'').
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    \1\ 15 U.S.C. 78l(d).
    \2\ 17 CFR 240.12d2-2(d).
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    The Board of Management (``Board'') of the Issuer unanimously 
approved a resolution on April 27, 2004 to withdraw the Issuer's 
Security from listing on the NYSE. The Board states that the following 
reasons factored into its decision to withdraw the Security: (1) The 
acquisition by BCP Crystal Acquisition GmbH & Co. KG (``Bidder'') of 
84.32% of the Security, pursuant to a Voluntary Public Takeover Offer 
(``Offer'') that was launched on February 2, 2004, and whose subsequent 
acceptance period expired on April 19, 2004; (2) the disclosure by the 
Bidder in the Offer Document (``Document'') relating to the Offer, 
which was published in Germany and filed with the Commission as an 
Exhibit to the Bidder's amended Form Schedule TO on February 2, 2004, 
that the Bidder intends to acquire 100% of the Security and seeks to 
effect the delisting of the Security from the NYSE as promptly as 
possible following the consummation of the Offer; (3) the significant 
decrease in average trading volume of the Security on the NYSE from 
48,133 shares per day during the first three weeks of April 2003 to 
7,000 shares per day during the same three weeks in 2004, and to 2,520 
shares per day since the expiration of the Offer's subsequent 
acceptance period; (4) the disproportionately high costs and 
obligations associated with the continued listing of the Security on 
the NYSE given the limited trading volume and the Bidder's intent to 
acquire 100% of the Security; (5) the Security will continue to be 
listed on the Frankfurt Stock Exchange until the Issuer's shareholders 
resolve to revoke

[[Page 26421]]

the Security's admission in accordance with applicable law; and (6) in 
the event of a delisting of the Securities from the Frankfurt Stock 
Exchange, the Bidder must offer the Issuer's minority shareholders fair 
cash compensation in exchange for their Security calculated in 
accordance with applicable law.
    The Issuer stated in its application that it has complied with the 
NYSE's rules governing an issuer's voluntary withdrawal of a security 
from listing and registration. The Issuer's application relates solely 
to the Security's withdrawal from listing on the NYSE and from 
registration under section 12(b) of the Act \3\ and shall not affect 
its obligation to be registered under section 12(g) of the Act.\4\
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    \3\ 15 U.S.C. 78l(b).
    \4\ 15 U.S.C. 78l(g).
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    Any interested person may, on or before May 28, 2004 comment on the 
facts bearing upon whether the application has been made in accordance 
with the rules of the NYSE and what terms, if any, should be imposed by 
the Commission for the protection of investors. All comment letters may 
be submitted by either of the following methods:

Electronic comments:
     Send an e-mail to [email protected]. Please include 
the File Number 1-15419 or;
Paper comments:
     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., 
Washington, DC 20549-0609.

    All submissions should refer to File Number 1-15419. This file 
number should be included on the subject line if e-mail is used. To 
help us process and review your comments more efficiently, please use 
only one method. The Commission will post all comments on the 
Commission's Internet Web site (http://www.sec.gov/rules/delist.shtml). 
Comments are also available for public inspection and copying in the 
Commission's Public Reference Room, 450 Fifth Street, NW., Washington, 
DC 20549. All comments received will be posted without change; we do 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly.
    The Commission, based on the information submitted to it, will 
issue an order granting the application after the date mentioned above, 
unless the Commission determines to order a hearing on the matter.
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    \5\ 17 CFR 200.30-3(a)(1).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\5\
Jonathan G. Katz,
Secretary.
[FR Doc. 04-10758 Filed 5-11-04; 8:45 am]
BILLING CODE 8010-01-P