029 Group SE

M&A Activity • Oct 11, 2013

News Details

Takeover Bids | 11 October 2013 11:30

Takeover Offer;

Target company: KHD Humboldt Wedag International AG; Bidder: AVIC International Engineering Holdings Pte. Ltd.

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a company of

EQS Group AG.

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

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[Non-binding convenience translation]

Voluntary Takeover Offer ISIN: DE0006578008 / WKN: 657800

Target: KHD Humboldt Wedag International AG; Bidders: AVIC International

Engineering Holdings Pte. Ltd., Europe Project Management Pte. Ltd., Europe

Technology Investment Pte. Ltd., Europe Engineering Holdings Pte. Ltd.

Notice under the Securities Acquisition and Takeover Act (WpÜG) submitted

by DGAP, a company of EquityStory AG. The Bidders are responsible for the

content of the notice.

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Publication of the decision to make a takeover offer, pursuant to Section

10 para. 1, 3, Sections 29 para. 1, 34 of the Securities Acquisition and

Takeover Act (WpÜG)

Bidders:

AVIC International Engineering Holdings Pte. Ltd.

10 Collyer Quay #27-00

Ocean Financial Centre

Singapore (049315)

and

Europe Project Management Pte. Ltd.

10 Collyer Quay #27-00

Ocean Financial Centre

Singapore (049315)

and

Europe Technology Investment Pte. Ltd.

10 Collyer Quay #27-00

Ocean Financial Centre

Singapore (049315)

and

Europe Engineering Holdings Pte. Ltd.

10 Collyer Quay #27-00

Ocean Financial Centre

Singapore (049315)

Target:

KHD Humboldt Wedag International AG

Colonia-Allee 3

51067 Cologne

Germany

The specific terms and conditions of the takeover offer will be

communicated in the offer document. The offer document and other

information relating to the offer will be published on the internet under:

http://www.avicgo1.de

The offer document will also be published in the Federal Gazette by way of

a notice (Hinweisbekanntmachung).

AVIC International Engineering Holdings Pte. Ltd. (‘AVIC Engineering’),

Europe Project Management Pte. Ltd. (‘Europe Project Managment’), Europe

Technology Investment Pte. Ltd. (‘Europe Technology’) and Europe

Engineering Holdings Pte. Ltd. (‘Europe Engineering’) (AVIC Engineering,

Europe Project Management, Europe Technology and Europe Engineering

together the ‘Bidders’) have decided today to make a joint offer to the

shareholders of KHD Humboldt Wedag International AG to acquire their no-par

value ordinary bearer shares in KHD Humboldt Wedag International AG with a

notional share in the share capital of EUR 1.00 (ISIN: DE0006578008 / WKN:

657800) (the ‘KHD Shares’) by way of a voluntary public takeover offer (the

‘Takeover Offer’) against payment of a cash consideration.

The Takeover Offer will be subject to the following conditions precedent

(the ‘Offer Conditions’): (i) obtaining merger/cartel clearance under the

laws of Turkey, (ii) obtaining a certificate of non-objection

(Unbedenklichkeitsbescheinigung) from or clearance by the German Federal

Ministry of Economics and Technology pursuant to the German Foreign Trade

and Payments Regulation (Außenwirtschaftsverordnung – ‘AWV’), and (iii)

obtaining an approval from the shareholders of AVIC International Holdings

Limited, Hong Kong. The Takeover Offer will not be subject to a minimum

acceptance condition. The Takeover Offer will be a cash offer at an offer

price of EUR 6.45 per KHD Share.

The Bidders currently do not hold any KHD Shares. AVIC Engineering is an

indirect subsidiary of Aviation Industry Corporation of China, Beijing,

China (‘AVIC’). AVIC currently indirectly holds 20 % of the KHD Shares

through its indirect subsidiary Max Glory Industries Limited, Hong Kong.

AVIC Engineering entered into share purchase agreements with certain

shareholders of KHD Humboldt Wedag International AG relating to the

acquisition of approx. 19 % of KHD Shares by AVIC Engineering. The transfer

of those shares to AVIC Engineering is subject to the same conditions

precedent as the Takeover Offer.

AVIC is a Chinese state-owned aerospace and defence company ranking 212

amongst the Fortune Global 500 firms. Its business units cover, amongst

others, defence and transport aircrafts, engine, helicopter, avionics and

systems, general aviation, aviation research, flight test, trade,

transportation and logistics, assets management, financial services,

engineering planning and construction and engineering, procurement and

construction projects, automobile, and shipping. Furthermore, the AVIC

Group is engaged in air-conditioning equipment, general electronics,

recycling, alternative energy, aircraft rental service, medical care,

construction, real estate development, shopping malls and other sectors of

the service industry. According to the audited PRC GAAP financial

statements for the financial year ended on 31 December 2012, AVIC achieved

consolidated revenues of approx. RMB 300.6 billion (approx. EUR 36.1

billion) in the financial year 2012.

Each of Europe Project Management, Europe Technology and Europe Engineering

is a fully owned subsidiary of a respective holding company incorporated

under the laws of the British Virgin Islands. The sole shareholder of all

three British Virgin Island holding companies is Mr Yap Lian Seng, a

Singapore resident. To date, Europe Project Management, Europe Technology

and Europe Engineering do not conduct any material activities other than

those incident to the preparation of the Takeover Offer, securing financing

of the Takeover Offer and holding and managing their own assets. The

Bidders entered into a cooperation and voting agreement under which they

agree to jointly launch the Takeover Offer and coordinate their behaviour

in respect of the exercise of the voting rights in KHD Shares after

completion of the Takeover Offer.

This notice is not an offer to buy or the solicitation of an offer to sell

KHD Shares or other securities. The final terms and conditions of the

intended offer will be published in the offer document following the

approval by the Federal Financial Supervisory Authority (BaFin). Investors

and holders of KHD Shares are strongly recommended to read the relevant

documents relating to the takeover offer, once they have been published by

the Bidders, since they will contain important information. Investors and

holders of KHD Shares can access these documents, once they have been

published, on the website http://www.avicgo1.de. When the offer document

has been published, it will also be available free of charge at a location,

which is still to be determined, and be sent free of charge to investors

and holders of KHD Shares upon request.

Singapore, 11 October 2013

AVIC International Engineering Holdings Pte. Ltd.

Europe Project Management Pte. Ltd.

Europe Technology Investment Pte. Ltd.

Europe Engineering Holdings Pte. Ltd.

End of the Notice under the Securities Acquisition and Takeover Act

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Listed: Target: Regulated Market of the Frankfurt Stock Exchange (General

Standard)

End of WpÜG announcement

11.10.2013DGAP’s Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Media archive at www.dgap-medientreff.de and www.dgap.de

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Listed: Regulierter Markt Frankfurt (General Standard); Freiverkehr Berlin,

Düsseldorf, Stuttgart