DMG MORI GmbH c/o CMS Hasche Sigle Schöttlestraße 8 70597 Stuttgart, Germany |
Press release |
Stuttgart/Tokyo 3 March 2015 |
Increase of offer price to EUR 30.00 per share |
Since yesterday, DMG MORI GmbH, Germany, which is the bidder in the ongoing voluntary public tender offer to the shareholders of DMG MORI SEIKI AG, Germany, and DMG MORI SEIKI CO., LTD., Japan, which holds all shares in DMG MORI GmbH, have acquired a total stake of 9,471,119 shares (equivalent to approx. 12.02% of the total share capital and the voting rights) in DMG MORI SEIKI AG for a cash consideration of EUR30.00 per each acquired share in off-market transactions. As a consequence of these share acquisitions, the price to be paid to the shareholders of DMG MORI SEIKI AG who have tendered or will tender their shares in the public tender offer is raised from EUR27.50 to EUR30.00 per share.
Following these acquisitions, DMG MORI SEIKI CO., LTD. together with its group companies will hold a total stake of 38.52% of the total share capital and the voting rights in DMG MORI SEIKI AG and has achieved its primary objective of regaining a de facto majority based on the attendance rate in the 2014 Annual General Meeting of DMG MORI SEIKI AG going forward.
Unaffected by the increased price to be paid to the shareholders of DMG MORI SEIKI AG who have tendered or will tender their shares in the public tender offer, the acceptance period for the tender offer will expire on 11 March 2015, 24:00 hrs CET (earlier cut off dates may apply depending on the shareholders’ respective custodian bank). If the minimum participation condition of 50.0% (plus one share) is not reached within the acceptance period, the public tender offer will lapse. In this case the agreements entered into by acceptance of the offer shall not be executed and shares already submitted are reversed. DMG MORI SEIKI CO., LTD. will not waive this condition or lower the minimum participation threshold and will not further raise the offer price above EUR30.00.
The increased price to be paid to the shareholders of DMG MORI SEIKI AG who have tendered or will tender their shares in the public tender offer corresponds to a 40.4% premium to the 3 months VWAP prior to the announcement of the offer.
Joh. Berenberg, Gossler & Co. KG, Nomura Securities Co., Ltd. and SMBC Nikko Securities, Inc. are acting as financial advisors to the bidder. CMS Hasche Sigle Partnerschaft von Rechtsanwälten und Steuerberatern mbB, City-Yuwa Partners and Steptoe & Johnson LLP are acting as legal advisors to the bidder.
Disclaimer
This document is for information purposes only. It is neither an invitation to submit an offer to sell DMG MORI SEIKI AG-shares nor an offer to buy DMG MORI SEIKI AG-Shares. An offer to purchase DMG MORI SEIKI AG-shares is solely made by the offer document for the voluntary public tender offer of DMG MORI SEIKI GmbH to the shareholders of DMG MORI SEIKI AG, published on 11 February 2015, and is exclusively subject to its terms and conditions. The offer document is available at www.onebrandfortheworld.de.
The voluntary public tender offer for the DMG MORI SEIKI AG-Shares is issued exclusively under the laws of the Federal Republic of Germany and certain applicable provisions of the securities laws in the United States of America and Canada. The voluntary public tender offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany and certain applicable provisions of the securities laws in the United States of America and Canada.
[Contact] Berenberg dmgmori@berenberg.com |