029 Group SE

M&A Activity • Feb 7, 2012

News Details

Takeover Bids | 7 February 2012 20:53

Takeover Offer;

Target company: IBS Aktiengesellschaft excellence, collaboration, manufacturing; Bidder: Siemens Industry Automation Holding AG

Dissemination 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.

—————————————————————————

Announcement of the decision to make a takeover offer (Übernahmeangebot)

pursuant to Section 10 para. 1 in connection with Sections 29 and 34 of the

German Securities Acquisition and Takeover Act

(Wertpapiererwerbs- und Übernahmegesetz – ‘WpÜG’)

Bidder:

Siemens Industry Automation Holding AG

Wittelsbacherplatz 2

80333 München

Contact: Dr. Christina Palmes

Tel.: +49 (0)89 636 29999

E-Mail: christina.palmes@siemens.com

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

München under HRB 193709

Target:

IBS Aktiengesellschaft excellence, collaboration, manufacturing

Rathausstraße 56

56203 Höhr-Grenzhausen

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

Montabaur under HRB 6069

ISIN: DE0006228406

Information provided by the Bidder:

Siemens Industry Automation Holding AG (the ‘Bidder’) has decided today to

make an offer to the shareholders of IBS Aktiengesellschaft excellence,

collaboration, manufacturing (‘IBS AG’) to acquire their registered no-par

value shares in IBS AG by way of a voluntary public takeover cash offer for

EUR 6.10 per share (the ‘Takeover Offer’).

The offer documents and further notifications regarding the Takeover Offer

will be published under http://www.siemens.com/IBS-offer.

Further Information:

The Bidder is a 100% subsidiary of Siemens Beteiligungen Inland GmbH and

therefore an indirect 100% subsidiary of Siemens Aktiengesellschaft and

part of the Siemens group of companies. Siemens Aktiengesellschaft holds

541,577 shares in IBS AG (approximately 7.87% of the share capital of IBS

AG). Including these 541,577 shares in IBS AG held by Siemens

Aktiengesellschaft, the Bidder has secured a total of 4,418,665 shares in

IBS AG (approximately 64.20% of the share capital of IBS AG) by entering

into the following agreements:

On 7 February 2012, the Bidder entered into a purchase agreement with Dr.

Klaus-Jürgen Schröder, Alpha First GmbH and further shareholders of IBS AG

on the acquisition of a total of 3,535,732 registered no-par value shares,

i.e. approximately 51.37% of the share capital in IBS AG, for EUR 5.60 per

share. The conclusion of this purchase agreement is subject to certain

conditions precedent, including clearance by the competent cartel

authorities and the successful completion of the Takeover Offer.

Furthermore, on 7 February 2012, the Bidder entered into a purchase

agreement with IBS AG on the acquisition of a total of 255,356 own shares

held by IBS AG (approximately 3.71% of the share capital of IBS AG) for EUR

6.10 per share. The conclusion of this purchase agreement is also subject

to certain conditions precedent, including the successful completion of the

Takeover Offer. Five further shareholders of IBS AG committed themselves to

accept the Takeover Offer for the total of 86,000 shares in IBS AG held by

them for their own account (approximately 1.25% of the share capital of IBS

AG).

The Takeover Offer shall be subject to terms and conditions still to be

disclosed in the offer document. The consummation of the Takeover Offer

shall, inter alia, be subject to certain merger clearances and the

achievement of a minimum acceptance threshold of 75%.

Important Notice:

This announcement is neither an offer to purchase nor a solicitation of an

offer to sell shares of IBS AG. The definite terms and conditions of the

Takeover Offer, as well as further provisions concerning the Takeover

Offer, will be published in the offer document only after the German

Federal Financial Supervisory Authority has granted permission to publish

the offer document. Investors and holders of shares in IBS AG are strongly

advised to read the offer document and all other documents published in

connection with the Takeover Offer when they become available, since they

will contain important information.

Munich, 7 February 2012

Siemens Industry Automation Holding AG

End of WpÜG announcement

07.02.2012DGAP’s Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

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

—————————————————————————

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

Freiverkehr Berlin, Düsseldorf, Hamburg, München, Stuttgart