Tognum board welcomes increased offer from Daimler and Rolls-Royce

17 May 2011

In a statement issued during the evening of 16 May, the board of Tognum AG says that Daimler, Rolls-Royce Group and Engine Holding have confirmed in a written agreement that they will increase the offer price for Tognum shares by an additional 8.3% to 26.00€ per share.

The statement goes on to say that: “In addition the written agreement contains declarations of intent concerning the continuation of the cornerstone agreement, the composition of the supervisory board and the current as well as the already communicated future composition of the management board. The letter also contains statements on the investment agreement and the shareholder agreement between the shareholders of the bidder as well as on the potential purchase of the fuel cell business.

“The executive board and the evaluation committee of the supervisory board of Tognum AG established for purposes of the tender offer has already deliberated on the amended offer in an extraordinary meeting on Sunday 15 May. In principle, both bodies welcome the increased offer subject to a final examination. Executive board and supervisory board will issue a supplementary statement pursuant to section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbsund Übernahmegesetz, WpÜG) in due course after the publication of the amended offer.

“All members of the executive board and the supervisory board holding Tognum shares declared in the Sunday meeting that they will tender their shares subject to the issuence of a positive supplementary statement pursuant to section 27 WpÜG.”

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