Exhibit 99.4
June 23, 2004
Employee Q&A -------------
1. What is a domination and profit and loss transfer agreement?
A domination agreement is an agreement in which one company (Celanese AG)
submits itself legally to the direction of another (BCP Crystal Acquisition
GmbH & Co. KG). In consequence, BCP would be authorized to issue binding
directives and thus control the management of Celanese AG
A profit and loss transfer agreement is an agreement in which a company
transfers its entire profits to another company; in consequence, BCP would
be entitled to receive the entire profits of Celanese AG. At the same time,
BCP would be liable for potential losses made by Celanese AG.
2. Why have you agreed to a domination and profit and loss transfer agreement?
Such an agreement is necessary in order to benefit from certain tax
privileges enjoyed by so-called taxable entities (Organschaft). Such a
taxable entity reflects the dependence of an independent legal entity
(Celanese AG in this case) on another controlling company (BCP in this
case).
3. How are shareholders compensated for foregone profit?
A domination and profit and loss transfer agreement must provide for a
fixed guaranteed dividend and cash compensation in favor of minority
shareholders. The amount of the guaranteed dividend is determined by the
parties to the domination and profit and loss transfer agreement and
examined on their behalf by one or more duly qualified auditors chosen and
appointed by the court.
As a result of the domination and profit and loss transfer agreement, BCP
will be offering Celanese AG minority shareholders cash compensation of EUR
41.92 per share in exchange for their Celanese shares. Alternatively, BCP
will guarantee a dividend of EUR 2.89 per share for every full fiscal year.
4. Why does the cash compensation differ from the tender offer price?
The compensation offer and the guaranteed dividend were determined using
the German Institute of Auditors' (Institut der Wirtschaftsprufer -- IDW)
S1 Standard, which is the legally recognized procedure. BCP's voluntary
public tender offer, on the other hand, was based on a market valuation of
Celanese AG considered as fair by the company after both the Board of
Management and the Supervisory Board gathered all essential information and
considered market conditions. This offer was accepted by a large majority
of Celanese shareholders.
5. Do shareholders have the right to receive the difference between the offer
price of EUR 32.50 and the cash compensation of EUR 41.92 if they had
already accepted the tender offer?
Cash compensation is offered to current minority shareholders of Celanese
AG. Those who accepted the tender offer made by BCP Crystal Acquisition
GmbH & Co. KG are no longer shareholders in Celanese AG and thus will not
receive payments resulting from the domination and profit and loss transfer
agreement.
June 23, 2004
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At the time the mandatory compensation offer described in this document is
commenced, assuming the U.S. tender rules apply to the transaction, BCP Crystal
Acquisition GmbH & Co. KG (BCP) will file a tender offer statement with the U.S.
Securities and Exchange Commission (SEC) with respect to the mandatory
compensation offer and Celanese AG will file a solicitation/recommendation
statement on Schedule 14D-9 with respect to the mandatory compensation offer.
Celanese AG shareholders are strongly advised to read the tender offer
statement, the solicitation/recommendation statement on Schedule 14D-9 and other
relevant documents regarding the mandatory compensation offer filed by BCP or
Celanese AG, as the case may be, with the SEC when they become available because
they will contain important information. Celanese AG shareholders will be able
to receive these documents, when they become available, free of charge at the
SEC's web site, xxx.xxx.xxx. Celanese AG shareholders will also be able to
obtain documents filed by BCP in connection with the mandatory compensation
offer free of charge from BCP and documents filed by Celanese AG in connection
with the mandatory compensation offer free of charge from Celanese AG. This
announcement is neither an offer to purchase nor a solicitation of an offer to
sell securities of Celanese AG.
For holders of Ordinary Shares in the United States:
No vote or consent of any shareholder is being sought or solicited hereby. BCP
has approved the domination and profit transfer agreement and has agreed to vote
in favor of approval of a shareholders resolution approving the domination and
profit transfer agreement at the Extraordinary General Meeting. Approval of such
resolution does not require the vote or consent of any other shareholder, and no
such vote or consent is being sought or requested. This document is merely a
notification of the Extraordinary General Meeting being provided for the
information of other shareholders pursuant to the requirements of German law.
This document does not constitute an offer to sell or a solicitation of an offer
to buy any securities. None of the transactions contemplated hereby has been or
will be registered under the U.S. Securities Act of 1933, as amended. No
securities referred to herein may be offered or sold in the United States or to
a U.S. person absent registration under such act or an applicable exemption from
the registration requirements of such act.
