OFFICIAL PRESS RELEASE
Stuttgart/London/Friedrichshafen, Germany/United Kingdom, May 16, 2011
- Offer price will be increased by € 2 to € 26 per share; acceptance period will be extended to June 1, 2011.
- Tognum welcomes the increased offer; board members agree to tender their shares subject to legal formalities.
- Increased and final offer is the best option for all stakeholders.
- Cornerstone paper, which offers assurances on continued employment and investment, maintained.
- Combination of Daimler, Rolls-Royce and Tognum will create a global industry leader.
- Acceptance threshold will be lowered to 30 per cent.
Daimler AG and Rolls-Royce Group plc, through their 50:50 joint venture, are pleased to have reached an agreement with Tognum AG concerning their voluntary public takeover offer for all Tognum shares. The offer price for Tognum will be increased by € 2 to € 26 per share. In addition, the acceptance threshold for the bid will be reduced to 30 per cent, from the 50 per cent plus one share originally stated in the offer document. These adjustments re-affirm the strong commitment by both Rolls-Royce and Daimler to a long-term collaboration with Tognum. Due to the change of the offer, and in accordance with German takeover laws, the acceptance period will automatically be extended by two weeks to June 1, 2011. These changes to the offer document will be formally effected tomorrow by publication on www.engineholding-angebot.de as well as in the Electronic Federal Gazette.
Tognum´s Executive Board and the Supervisory Board welcome the increased offer and all members of the Executive Board and the Supervisory Board holding Tognum shares declared that they will tender their shares into the offer. This is subject to a confirmation of the support in a supplementary statement pursuant to section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), which will be published in due course after the publication of the amended offer.
The partners are all convinced that this transaction presents the most compelling option for Tognum and is in the best interest of all of its stakeholders. Combining the strengths, technology and market access of these three world-class companies, the joint venture will be able to offer an unrivalled portfolio of products, services and integrated solutions globally, thus enabling the joint venture to become a world leading industrial engine systems and solutions company.
As part of the transaction, the partners intend to maintain the current manufacturing sites and are confident that the growth strategy will secure jobs and lead to further opportunities. The cornerstone paper, which offers assurances on continued employment and investment, will be maintained.
Bodo Uebber, Chief Financial Officer and Member of the Board of Management of Daimler said: “Today’s agreement is a milestone in Tognum’s history. With this reasonable increase of our offer, we have reached out to the management and all other shareholders of Tognum. This underlines our commitment to pursue a forward looking and long term strategy that keeps in mind the best interest of all parties involved. We welcome Tognum’s pledge to support the offer.”
Andrew Shilston, Finance Director, Rolls-Royce Group plc, said: “The joint venture will combine the innovation, technology and engineering expertise of three world class companies to accelerate growth and to create a world leader in this important market. Tognum’s management has supported the industrial logic of this proposal from the outset and we are pleased that we have now reached an agreement that will take us forward.”
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