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Contract signed for sale of M+W Zander to Springwater Capital

Transfer of Jenoptik's shares still depends on several conditions. Cash inflow in the low three-figure million euro range. The 2005 Group results will be negative due to a deconsolidation loss.

JENOPTIK AG of Jena, Germany, and Springwater Capital (SWC) of Geneva/London, have signed a contract for the sale of the entire 72.89 percent stake held by JENOPTIK AG in M+W Zander Holding AG and thus the entire Clean Systems business division. The purchase price for the shares of JENOPTIK AG was calculated on the basis of an enterprise value of about 350 million euros for 100 percent of the company before adjustments for financial debt, pension liabilities and cash which will be assumed by the purchaser. The guarantee lines of up to 150 million euros which JENOPTIK AG currently provides will, at first, be maintained and then gradually be reduced over a period of five years. The closing of the contract will generate a cash inflow for JENOPTIK AG in the low three-figure million euro range.

The sale depends on various closing conditions. These include in particular the approval from the antitrust commission, the purchaser being exempted from making a takeover offer to the outside shareholders of the listed subsidiary caatoosee ag, the final granting of financing by the debt capital provider, and a final agreement with the family shareholders who own 27.11 percent of the shares. The JENOPTIK AG Supervisory Board unanimously approved of the sale to Springwater Capital at an extraordinary meeting on December 15, 2005 subject to the signing of the contract.

The closing of the sale is expected to be completed in the first half of 2006. The Jenoptik Group will then comprise the existing Photonics business division. Following the required accounting method (IFRS 5), as at December 31, 2005, the Jenoptik Group will categorize M+W Zander as "assets held for sale" which are valued at the current market prices. This will lead to a projected difference within the middle two-figure million euro range, Jenoptik therefore projects negative earnings after tax for 2005 which will presumably be within a middle two-figure million euro range. Due to the deconsolidation effects, the 2005 results from operating activities for M+W Zander and the Jenoptik Group cannot be definitely assessed at this point in time. The Photonics business division's operating income is not affected, and will remain within the expected range.

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