029 Group SE

M&A Activity • Jul 15, 2008

News Details

Takeover Bids | 15 July 2008 16:46

Takeover Offer;

Target Company: Continental Aktiengesellschaft / Bidder: Schaeffler KG

Release of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG),

transmitted by DGAP – a company of EquityStory AG.

The bidder is solely responsible for the content of this announcement.

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Announcement of the Decision to Launch a Takeover Offer

pursuant to Section 10 (1) and (3) in connection with Section 29 (1) and 34

of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs-

und Übernahmegesetz)

Bidder:

Schaeffler KG

Industriestraße 1-3

91074 Herzogenaurach

Registered with the local court of Fürth under registration number HRA 2681

Contact Person:

Detlef Sieverdingbeck

Director Corporate Communication

Schaeffler Gruppe

Tel. +49-9132-82-2277

Fax. +49-9132-82-3584

Email:detlef.sieverdingbeck@schaeffler.com

Michael Reinert

A&B Financial Dynamics GmbH

Tel. +49-69-91010-140

m.reinert@abfd.de

Markus Breidenstein

A&B Financial Dynamics GmbH

Tel. +49-69-91037-115

m.breidenstein@abfd.de

Target Company:

Continental Aktiengesellschaft

Vahrenwalder Straße 9

30165 Hanover

Registered with the local court of Hanover under registration number HRB

3527

The shares of the Target Company are admitted to trading in the Regulated

Market of the Frankfurt Stock Exchange (Prime Standard) and are traded in

XETRA (Prime Standard) on the stock exchanges of Stuttgart, Hamburg and

Hanover as well as in the regulated unofficial market of the stock

exchanges of Berlin-Bremen, Munich and Düsseldorf under ISIN DE0005439004.

Shares of the Target Company are also traded on the London Stock Exchange

(London Stock Exchange) and the Swiss Stock Exchange (SWX Europe).

In addition, American Depositary Receipts (ADRs) representing shares of the

Target Company are traded in the United States of America under a sponsored

ADR Program (American Depositary Receipt Program) in the OTC market (Over

the Counter Market) under ISIN US2107712000.

The offer document and further information regarding the offer will be

published on the Internet at:

http://www.schaeffler-angebot.de

Information by the Bidder:

Schaeffler KG decided on July 15, 2008 to offer to the shareholders of

Continental Aktiengesellschaft by way of a voluntary public takeover offer

to acquire all of their no-par value bearer shares in Continental

Aktiengesellschaft with a calculated quota of the share capital of EUR 2.56

per share. Schaeffler KG intends to offer the shareholders a consideration

in cash of the higher of

EUR 69.37 per share

and today’s minimum offer price as determined by the Federal Supervisory

Authority for Financial Services (Bundesanstalt für

Finanzdienstleistungsaufsicht) pursuant to § 5 para. 1 of the applicable

Offer Regulation. Such minimum offer price will be available in about one

week’s time. The offer is made solely in accordance with the provisions of

the offer document. It will be subject to approval of the antitrust

authorities and further closing conditions to be defined in the offer

document. A minimum acceptance quota as a condition of the offer is not

intended.

INA Holding Schaeffler KG which holds an interest in Schaeffler KG

currently holds 2,97% of the shares in Continental Aktiengesellschaft and

is entitled to acquire further 4,95% of the shares in Continental

Aktiengesellschaft under financial instruments. Moreover, Schaeffler KG has

entered into swap transactions regarding approximately 28% of the shares in

Continental Aktiengesellschaft. These swap transactions are to be settled

in cash and therefore do not have to be disclosed under the German

Securities Trading Act (Wertpapierhandelsgesetz). These swap transactions

may be terminated by Schaeffler KG at any time. Schaeffler KG has not yet

decided if and when they will be terminated. If it decides to terminate the

swap transactions during the acceptance period or the additional acceptance

period, up to 28% of the shares in Continental Aktiengesellschaft therefrom

could be offered to it under the takeover offer following such termination.

Important information:

This announcement does not constitute an offer to purchase or an invitation

to make an offer to sell shares in the Target Company. The final conditions

and further provisions regarding the offer will be disclosed in the offer

document after the publication has been approved by the German Financial

Supervisory Authority (BaFin). Schaeffler KG reserves the right to deviate

in the final terms and conditions of the offer from the basic information

described herein. Investors and shareholders are strongly recommended to

read the offer document and all documents in connection with the offer as

soon as they are published, since they will contain important information.

Notice to US persons:

Schaeffler KG does not intend to make an offer to purchase ADRs in the

offer. Holders of ADRs wishing to participate in the offer must convert

their ADRs into bearer shares before tendering their shares. Schaeffler KG

expressly draws attention to the fact that Schaeffler KG or its nominees or

brokers (acting as agents) have made and may make certain purchases of

shares in Continental Aktiengesellschaft outside the framework of the offer

including prior to and during the period in which the offer remains open.

Herzogenaurach, July 15, 2008

Schaeffler KG

End of WpÜG announcement(c)DGAP 15.07.2008

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Listed: Zielgesellschaft: Regulierter Markt Frankfurt (Prime Standard),

Hamburg, Hannover, Stuttgart; Freiverkehr Berlin, Düsseldorf, München