Rolls-Royce Power Systems AG
Tognum AG: Ad-Hoc-Announcement from Tognum AG
Tognum AG / Key word(s): Statement 14.09.2012 10:35 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad-hoc announcement from Tognum AG Friedrichshafen, September 14, 2012. Tognum AG, together with Engine Holding GmbH, a joint venture company of Daimler AG and Rolls-Royce Holdings plc., has commissioned an expert's opinion on the value of Tognum AG including its subsidiary companies. The report has been prepared by Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft on the basis of the envisaged domination and profit and loss transfer agreement to be concluded between Engine Holding GmbH and Tognum AG. It has arrived at an enterprise value for Tognum AG of EUR3,344.6 million, which is equivalent to EUR25.46 per share. Based on the value calculated for the company, the annual compensation in accordance with Section 304 of the German Stock Corporation Act (AktG) would amount to a gross value of EUR1.85 (net value of EUR1.61 after corporate income tax and solidarity surcharge) per share for each full financial year. On 19 June 2012, Tognum AG had announced Engine Holding GmbH's intention to conclude a domination and profit and loss transfer agreement with Tognum AG. The average price of the Tognum share determined by the German Financial Supervisory Authority (BaFin) in the relevant three-month period prior to this announcement amounts to EUR26.46 per share. As this exceeds the enterprise value that had been calculated at EUR25.46 per share, this value is now to be applied when determining the settlement to be offered by Engine Holding GmbH to the minority shareholders to acquire their shares in accordance with Section 305 of the German Stock Corporation Act. The extraordinary Annual General Meeting of Tognum AG required to approve the domination and profit and loss transfer agreement is scheduled for 15 November 2012.- End - --> Press photos can be downloaded from the Tognum website at www.tognum.com/press/press-pictures/ Tognum With its two business units, Engines and Onsite Energy, the Tognum Group is one of the world's leading suppliers of engines and propulsion systems for off-highway applications and of distributed power generation systems. These products are based on diesel engines with up to 9,100 kilowatts (kW) power output, gas engines up to 2,150 kW and gas turbines up to 45,000 kW. The product portfolio of the Engines business unit comprises MTU engines and propulsion systems for ships, for heavy land, rail and defense vehicles and for the oil and gas industry. The Onsite Energy business unit supplies distributed power generation systems carrying the MTU Onsite Energy brand. These comprise diesel engines for emergency power, prime power and continuous power, as well as cogeneration power plants based on gas engines and gas turbines that generate both power and heat. Tognum's product portfolio also features fuel-injection systems built by L'Orange. In 2011, Tognum generated revenue of around EUR2.97 billion and employs more than 10,000 people. Tognum has a global manufacturing, distribution and service structure with 24 fully consolidated companies, more than 140 sales partners and over 500 authorized dealerships at approximately 1,200 locations. Since September 2011, Engine Holding GmbH, a joint venture between Daimler AG and Rolls-Royce Group plc, has a majority holding in Tognum.Disclaimer Forward-looking statements This release contains forward-looking statements based on assumptions, forecasts and estimates made by Tognum's executive board of management. Although we assume that the assumptions, forecasts and estimates forming the basis for these forward-looking statements are realistic, we cannot guarantee that they will prove to be correct in the future. Assumptions, forecasts and estimates may entail risks and uncertainties which may cause actual results to differ considerably from those included in forward-looking statements. Factors which may result in such discrepancies include, among other things, changes in the economic and business environment, fluctuations in exchange and interest rates, the introduction of competing products, lack of acceptance for new products or services and changes in corporate strategy. Tognum undertakes no obligation to update and/or to correct and/or to confirm forward-looking statements or to release publicly any updates or corrections to any forward-looking statements in order to reflect events or circumstances which occur after the date of this release. Contact: Media contact: Stefan Wortmann stefan.wortmann@tognum.com +49 (0)7541-90 4350 Investors & Analysts contact: IR Team ir@tognum.com +49 (0)7541-90 3318 14.09.2012 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Tognum AG Maybachplatz 1 88045 Friedrichshafen Germany Phone: +49 (0)7541 90 3318 Fax: +49 (0)7541 90 90 3318 E-mail: ir@tognum.com Internet: http://www.tognum.de ISIN: DE000A0N4P43 WKN: A0N4P4 Indices: CDAX, Classic All Share, Prime All Share Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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