by Adrian-Liviu Dorofte

Daimler AG and Rolls-Royce launch their public tender offer for Tognum AG; acceptance period begins


- Tognum shareholders can tender shares from today until May 18, 2011.
- Offer price of €24 per share represents a premium of approximately 30 per cent to the undisturbed price.
- Combination of Daimler, Rolls-Royce and Tognum creates a global leader in its industry.
- Joint venture strengthens Tognum’s position and establishes a broader range of products, systems and services as well as a global sales network.
- Safeguarding jobs and creating new opportunities through shared capabilities and long-term investment.
- Combination enhances access to emerging economies.

Stuttgart/London, Germany/United Kingdom, Apr 06, 2011 – Daimler AG and Rolls-Royce Group plc today launched their voluntary public offer for the majority of Tognum AG through their 50:50 joint venture Engine Holding GmbH. Further to the announcement issued on March 9, 2011 the offer document has been approved by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and is now available on in both German as well as English.

From today, shareholders can accept the offer and tender their shares in Tognum AG. Acceptance of the offer must be declared in writing to the custodian bank. The acceptance period will expire on May 18, 2011 at 24:00 hrs (local time Frankfurt am Main)/18:00 hrs (local time New York). UniCredit Bank, Munich will act as settlement agent with regard to the tender offer.

As announced on March 9, 2011 shareholders will receive €24 for each tendered share in Tognum AG. The price offered is highly attractive and represents a significant premium of approximately 30 per cent above the XETRA closing price of Tognum AG shares on Friday March 4, 2011, the last undisturbed trading day before rumours of an offer emerged.

Shareholders who tender their shares will retain their right to the dividend for the financial year 2010. The proposed dividend of €0,50 per share is subject to approval by Tognum’s Annual General Meeting, which takes place on May 11, 2011, one week before the offer closes.

The offer is made, inter alia, subject to a minimum acceptance threshold of at least 50 per cent plus one share of the share capital of Tognum AG at the time of expiry of the acceptance period as well as certain regulatory approvals. Daimler already holds a very significant stake of 28.4 per cent of Tognum AG, which will be tendered at the offer price.

Under the joint ownership of Daimler and Rolls-Royce, Tognum will be well-positioned as a global leader in the Marine, Distributed Power Generation, Offshore Oil & Gas and Industrial applications markets establishing a strong platform for future growth in a global market worth more than €30 billion a year. The partners intend to maintain the current manufacturing sites and are confident that the growth strategy will secure jobs and lead to further opportunities. In addition to significantly strengthening Tognum’s future competitiveness, and broadening the product range, systems and service capabilities, the combination also enhances the company’s access to emerging markets.

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