029 Group SE

M&A Activity • Jan 21, 2015

News Details

Takeover Bids | 21 January 2015 20:21

Takeover Offer;

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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DMG MORI GmbH

Stuttgart

Announcement of the decision to make a voluntary public tender offer

(freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 (1) in

conjunction with sections 29 (1), 34 of the German Securities Acquisition

and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Bidder:

DMG MORI GmbH

c/o CMS Hasche Sigle

Schöttlestraße 8

70597 Stuttgart, Germany

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

Stuttgart under HRB 750545

Target:

DMG MORI SEIKI AKTIENGESELLSCHAFT

Gildemeisterstraße 60

33689 Bielefeld, Germany

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

Bielefeld under HRB 7144

ISIN DE0005878003

DMG MORI GmbH (the ‘Bidder’), a wholly owned subsidiary of DMG MORI SEIKI

CO., LTD., Yamato-Koriyama, Nara, Japan (‘DMG MORI SEIKI CO’), decided

today to offer the shareholders of DMG MORI SEIKI AKTIENGESELLSCHAFT by way

of a voluntary public tender offer to acquire their no par value bearer

shares (auf den Inhaber lautende Stückaktien) in DMG MORI SEIKI

AKTIENGESELLSCHAFT with a notional, pro rata value in the share capital of

EUR 2.60 per share and ISIN DE0005878003 (the ‘DMG MORI SEIKI AG-Shares’)

against a cash consideration of EUR 27.50 per DMG MORI SEIKI AG-Share (the

‘Tender Offer’). This corresponds to a premium of approximately 28.65

percent on the volume weighted average share price during the last three

months prior to the date of this announcement (Source: Bloomberg).

Immediately prior to the Bidder’s decision to submit the Tender Offer, DMG

MORI SEIKI CO, the Bidder and DMG MORI SEIKI AKTIENGESELLSCHAFT concluded a

so-called Cooperation Agreement 2015 (‘CA 2015’) with the aim of

strengthening their existing cooperation. The CA 2015 outlines specific

parameters and the common understanding of the parties regarding the Tender

Offer and its implementation as well as the future organization of the

joint operations. In particular, the management board of DMG MORI SEIKI

AKTIENGESELLSCHAFT has agreed to support the Tender Offer – conditional to

a further analysis of the offer document to be conducted after its

publication – and is of the opinion that a consideration of EUR 27.50 per

DMG MORI SEIKI AG-Share is adequate as of the date of this announcement.

The Tender Offer will be made subject to the terms and conditions which are

to be set out in the offer document, in particular prior merger control

clearance by the relevant antitrust authorities.

The offer document and other information relating to the Tender Offer (in

each case in German and a non-binding English translation) will be

published on the internet at

‘http://www.onebrandfortheworld.de’.

The offer document for the Tender Offer will also be published by way of a

notice of availability in the Federal Gazette (Bundesanzeiger) and by

keeping copies available for distribution free of charge.

Stuttgart, January 21, 2015

DMG MORI GmbH

The management board

Important Notice

This announcement is for information purposes only. It 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 by the respective offer document and is

exclusively subject to its terms and conditions. The offer document will be

published without undue delay after the approval of the offer document by

the German Federal Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht – BaFin) has been obtained. The terms and

conditions contained in the offer document may differ from the general

information described in this announcement. Investors and Shareholders of

DMG MORI SEIKI AG are strongly advised to read and to scrutinize the offer

document as well as any other documents relating to the Tender Offer as

soon as they are published, as they contain important information, and to

seek independent expert advice, where appropriate, in order to reach an

informed decision in respect of the content of the offer document and with

regard to the Tender Offer.

End of WpÜG announcement

The 21.01.2015DGAP 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