029 Group SE

M&A Activity • Mar 12, 2015

News Details

Takeover Bids | 12 March 2015 11:37

Correction;

Target company: DMG MORI SEIKI AKTIENGESELLSCHAFT; Bidder: DMG MORI GmbH

Dissemination of an announcement according to the German Securities

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

EQS Group AG.

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

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CORRECTION pursuant to Section 12 of the German Securities Acquisition and

Takeover Act (Wertpapiererwerbs- und Übernahme-gesetz ‘WpÜG’)

of the Amendment of the

Voluntary public tender offer

(cash offer)

by

DMG MORI GmbH

c/o CMS Hasche Sigle, Schöttlestraße 8, 70597 Stuttgart, Deutschland

to the shareholders of

DMG MORI SEIKI AKTIENGESELLSCHAFT

Gildemeisterstraße 60, 33689 Bielefeld, Deutschland

to acquire all no par value bearer shares in

DMG MORI SEIKI AKTIENGESELLSCHAFT

against cash consideration of

EUR 30.55 for each share of DMG MORI SEIKI AKTIENGESELLSCHAFT

The extended Acceptance Period shall end on 25 March 2015,

24:00 hrs (local time Frankfurt am Main, Germany)

DMG MORI SEIKI AKTIENGESELLSCHAFT shares:

ISIN DE0005878003

Tendered DMG MORI SEIKI AKTIENGESELLSCHAFT shares:

ISIN DE000A14KT17

Subsequently tendered DMG MORI SEIKI AKTIENGESELLSCHAFT shares:

ISIN DE000A14KT25

1. Preamble

On 9 March 2015, DMG MORI GmbH with registered office in Stuttgart,

registered in the commercial register of the local court (Amtsgericht)

Stuttgart under HRB 750545, business address c/o CMS Hasche Sigle,

Schöttlestraße 8, 70597 Stuttgart, Germany (the ‘Bidder’), published an

amendment of its voluntary public tender offer to acquire all no par value

bearer shares (Stückaktien) with a proportionate amount of the share

capital of EUR 2.60 of DMG MORI SEIKI AKTIENGESELLSCHAFT with ISIN

DE0005878003 (the ‘DMG MORI SEIKI AG-Shares’, and each a ‘DMG MORI SEIKI

AG-Share’) (‘Offer Amendment’ and together with the Offer Document ‘Amended

Offer’ or ‘Amended Tender Offer’).

The Offer Amendment was published by (i) publication on the Internet at

http://www.onebrandfortheworld.de in German that was not reviewed by BaFin

and (ii) by keeping copies of the German and the non-binding English

version at hand for distribution free of charge within the scope of the

so-called counter publicity (Schalterpublizität) at Joh. Berenberg, Gossler

& Co. KG, Neuer Jungfernstieg 20, 20354 Hamburg, Germany (order by fax to

+49 (0)40 350 60 908 or email to depotverwaltung@berenberg.de by providing

a valid mailing address) as the central settlement agent. A non-binding

English translation of the Offer Amendment was made available on 10 March

2015 at the same agents. The corresponding announcement regarding the

availability of the Offer Amendment for distribution free of charge and the

Internet address, under which the Offer Amendment is published, was

announced in the Federal Gazette (Bundesanzeiger) on 9 March 2015.

2. Correction

The Offer Amendment states that the Offer Price of EUR 27.50 stated in the

Offer Document shall be increased by EUR 3.05 to EUR 30.55 pursuant to

section 21 (1) sentence 1 no. 1 of the Takeover Act. In fact, however, the

Offer Price had already increased to EUR 30.55 by law prior to the

publication of the Offer Amendment due to parallel purchases pursuant to

section 31 (4) of the Takeover Act.

As shown in Section 4 of the Offer Amendment, DMG MORI SEIKI CO entered

into a purchase agreement outside of the stock exchange on 2 March 2015 for

DMG MORI SEIKI AG-Shares for a cash consideration of EUR 30.00 per DMG MORI

SEIKI AG-Share, which has been settled in the meantime. Due to this

parallel purchase, the Offer Price stated in the Offer Document in the

amount of EUR 27.50 per DMG MORI SEIKI AG-Share increased by EUR 2.50 to

EUR 30.00 per DMG MORI SEIKI AG-Share by law pursuant to section 31 (4) of

the Takeover Act, as the Bidder had already announced on 3 March 2015.

On 9 March 2015, DMG MORI SEIKI CO entered into another purchase agreement

outside of the stock exchange for DMG MORI SEIKI AG-Shares for a cash

consideration of EUR 30.55 per DMG MORI SEIKI AG-Share. Due to this

additional parallel purchase, the Offer Price further increased by law from

EUR 30.00 per DMG MORI SEIKI AG-Share by EUR 0.55 to EUR 30.55 per DMG MORI

SEIKI AG-Share.

In consideration of these circumstances, the Bidder was, contrary to what

was stated in the Offer Amendment, unable to increase the Offer Price with

the Offer Amendment pursuant to section 21 (1) sentence 1 no. 1 of the

Takeover Act to EUR 30.55, because it had already increased to EUR 30.55 by

law at the time of the Offer Amendment. The increase of the Offer Price,

shown in particular in Section 3.1 of the Offer Amendment (‘Amendment of

the consideration (Increased Offer Price)’), pursuant to section 21 (1)

sentence 1 no. 1 of the Takeover Act does not actually exist and the

respective statements made in the Offer Amendment require correction.

In detail:

– Section 3.1 of the Offer Amendment will be stricken without

substitution. Furthermore, especially all passages of the Offer

Amendment mentioning an Increased Offer Price (for example in the table

of contents, table of definitions, sections 6.1.1, 6.2, 7.2 and 9) and

or an amendment of the consideration (for example section 9) or any

reference to Section 21 (1) sentence 1 no. 1 of the Takeover Act (for

example Section 1.3) must be corrected.

– The introductory statement on the cover page of the Offer Amendment

must, for reasons of accuracy, read: ‘Mandatory publication pursuant to

section 21 (1) sentence 1 no. 3, (2) sentence 1 in conjunction with

section 14 (3) sentence 1 of the German Securities Acquisition and

Takeover Act (Wertpapiererwerbs- und Übernahmegesetz ‘WpÜG’)’ and the

addition in the brackets after the indication of the consideration

(‘increase of the Offer Price of EUR 27.50 by EUR 3.05 to EUR 30.55)’

must, for reasons of accuracy, be stricken without substitution.

– In consideration of the circumstance that the Bidder was unable to

increase the Offer Price with the Offer Amendment pursuant to section

21 (1) sentence 1 no. 1 of the Takeover Act, Sections 6 and 7 of the

Offer Amendment were unnecessary. As far as DMG MORI SEIKI

AG-Shareholders read these sections of the Offer Amendment for

informational purposes, the amount of ‘EUR 574 million’ stated in

Section 6.1.1, paragraph 6 of the Offer Amendment should correctly read

‘EUR 638 million’ in order to correctly reflect the consequences of an

Offer Price of now EUR 30.55.

As a consequence of this correction, the Offer Amendment now solely reduces

the minimum participation threshold of ‘50% (plus one share)’ referenced in

Section 12.1.3 of the Offer Document to ‘40%’ pursuant to section 21 (1)

sentence 1 no. 3 of the Takeover Act (cf. Section 3.2 of the Offer

Amendment).

3. Publication of the Correction

This Correction will be published on 12 March 2015 by (i) publication on

the Internet at http://www.onebrandfortheworld.de in German that was not

reviewed by BaFin, (ii) by publication as DGAP-WpÜG News and (ii) by

keeping copies of the German version at hand for distribution free of

charge within the scope of the so-called counter Publicity

(Schalterpublizität) at Joh. Berenberg, Gossler & Co. KG, Neuer

Jungfernstieg 20, 20354 Hamburg, Germany (order by fax to +49 (0)40 350 60

908 or email to depotverwaltung@berenberg.de by providing a valid mailing

address) as the central settlement agent. A non-binding English

translation of the Correction will be made available shortly at the same

agents. The corresponding announcement regarding the availability of the

Correction for distribution free of charge and the Internet address, under

which the Correction is published, was announced in the Federal Gazette

(Bundesanzeiger) on 12 March 2015.

4. No Amendment of the Offer

This Correction does not constitute an amendment of the offer within the

meaning of Section 21 of the Takeover Act.

5. Important Notice

This Correction 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 will be solely made on the basis of

the provisions and terms contained in the Offer Document and the hereby

corrected Offer Amendment. DMG MORI SEIKI AG-Shareholders are therefore

strongly encouraged to thoroughly read the Offer Document, the Offer

Amendment, this Correction as well as all other documents relating to the

Offer, because they contain important information.

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.

This Correction is not for release, publication or distribution, in whole

or in part, in or into any jurisdiction where to do so would constitute a

violation of the relevant laws of such jurisdiction.

Stuttgart, 12 March 2015

DMG MORI GmbH

_____________________

James Victor Nudo

Geschäftsführer

End of WpÜG announcement

The 12.03.2015DGAP 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 (Prime Standard), Berlin, Düsseldorf;

Freiverkehr Hamburg, Hannover, München, Stuttgart