Conti: Statement Regarding Schaeffler Takeover
On August 26 Continental AG released the following statement:
On August 13, 2008, the Executive Board and Supervisory Board of Continental Aktiengesellschaft published their joint statement in accordance with Section 27 (1) sentence no 1 of the WpÜG (German Securities Acquisition and Takeover Act) regarding the voluntary public takeover offer of Schaeffler KG, Herzogenaurach, and amended the statement on August 20, 2008. On August 21, 2008, Continental entered into an investment agreement with Schaeffler KG, Mrs. Maria-Elisabeth Schaeffler and Mr. Georg F.W. Schaeffler. In this investment agreement, Schaeffler undertook, among other things, to limit its holding in Continental to a maximum of 49.99 per cent of the voting capital stock, unless the Executive Board of Continental agrees to a larger holding. Continental released the main content of the investment agreement in its ad-hoc announcement dated August 21, 2008.
On August 21, 2008, Schaeffler announced that it had purchased one Continental share at a price of 75.00 euros on August 21, 2008, and it provided further details in this regard in a press release on August 22, 2008. Schaeffler is therefore legally obliged to pay 75.00 euros for each Continental share to all Continental shareholders who have to date accepted or will accept the offer from Schaeffler for the acquisition of their Continental shares. Continental shareholders who have already effectively accepted the offer need not undertake any further action in order to receive the offer price of 75.00 euros per Continental share pursuant to the conditions and provisions of the offer. The acceptance periods for the offer is in no way affected hereby. The acceptance period still ends on August 27, 2008, 24:00 hrs (local time Frankfurt am Main), the further acceptance period is expected to end on September 16, 2008, 24:00 hrs (local time Frankfurt am Main).
In its press release dated August 22, 2008, Schaeffler stated further that shares tendered in the scope of the takeover offer exceeding the maximum stake of 49.99 per cent are to be resold to financial institutes as required. These institutes, in turn, may sell the shares within a period of up to five years only in a market sensitive manner. Furthermore, during the term of the agreement with the banks the institutes may sell shares at a price under 75.00 euros per share only with the consent of Schaeffler.
The Executive Board and Supervisory Board of Continental state that
· despite Schaeffler’s commitment to sell shares tendered in the scope of the takeover offer exceeding the maximum stake within a period of up to five years only in a market sensitive manner, it cannot be ruled out that Continental’s share price will fall below the current level due to the specified possible resale;
· that Dr. Bernd W. Voss, member of the Supervisory Board of Continental AG, intends to submit the shares he holds in Continental in the scope of the takeover offer, and reported the sale of his shares today in accordance with Section 15a of the WpHG (German Securities Trading Act). The other members of the Supervisory Board and the members of the Executive Board still do not intend to tender their shares.