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euro adhoc: Financing, Stock Offerings (IPO)
Zapf Creation: BaFin exempts MGA Entertainment, Inc. and Ron Brawer from submitting a mandatory offer

  Disclosure announcement transmitted by euro adhoc. The issuer is responsible
  for the content of this announcement.
Exemption from mandatory offer by
18.09.2007
Rödental, September 18, 2007 - Zapf Creation AG today announced that 
it has been notified that the German Federal Financial Supervisory 
Authority (BaFin) has exempted MGA Entertainment, Inc. and Mr. Ron 
Brawer from submitting a mandatory offer under Section 37 of the 
German Securities Acquisition and Takeover Act (WpÜG) in conjunction 
with Section 9 of the Offer Regulations in case they gain control of 
the Company. Submitting such an offer would have been mandatory if a 
shareholder holds at least 30% of a company's voting shares. An 
exemption was also requested for the shareholders of MGA 
Entertainment, Inc. who are shareholders of Zapf Creation AG and who 
act together with MGA Entertainment, Inc. and Ron Brawer. A positive 
decision regarding these applications is expected in the next weeks. 
The exemption may be revoked if certain restructuring goals are not 
reached or reached in time. Details regarding this will be published 
in an official stock exchange gazette and an electronic distribution 
system.
The decision made by BaFin also makes it possible to implement the 
financing concept for the Zapf Creation Group that was agreed with a 
banking syndicate on July 20, 2007. This concept calls for the 
infusion of equity totaling EUR 30 million as a key requirement for 
granting a new syndicated loan. Such infusion of equity has been 
guaranteed by major shareholders. The exemption became necessary 
after MGA Entertainment, Inc. had agreed to take over that part of 
the financing package to which Betham Ltd., whose chief executive 
officer Gustavo Perez is a member of Zapf Creation's Supervisory 
Board, had originally committed itself. This commitment of MGA 
Entertainment, Inc. is subject to the conditions that the banks give 
their consent to an extension of the current loans until November 30,
2007 and that the agreements with the new lenders will be adjusted 
accordingly. The assumption of this additional obligation became 
necessary because Betham Ltd. was unable to fulfill its obligations 
due to legal restrictions.
Based on this new situation, it is possible — as soon as the 
shareholders of MGA Entertainment, Inc. have also been exempted — for
MGA Entertainment, Inc. or its shareholders and Ron Brawer to exceed 
the voting rights threshold of 30% in accordance with the WpÜG 
without having to submit a takeover offer.
end of announcement                               euro adhoc 18.09.2007 15:55:27

Further inquiry note:

Frank Elsner
Frank Elsner Kommunikation für Unternehmen GmbH
Phone.: +49 (0) 54 04 - 91 92 0
Fax: +49 (0) 54 04 - 91 92 29

Branche: Consumer Goods
ISIN: DE0007806002
WKN: 780600
Index: CDAX, Classic All Share, Prime All Share
Börsen: Börse Frankfurt / official dealing/prime standard
Börse Berlin / free trade
Börse Hamburg / free trade
Börse Stuttgart / free trade
Börse Düsseldorf / free trade
Börse Hannover / free trade
Börse München / free trade

Original content of: Zapf Creation AG, transmitted by news aktuell

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