029 Group SE

M&A Activity • Mar 9, 2011

News Details

Takeover Bids | 9 March 2011 07:50

Takeover Offer;

Target company: Tognum AG; Bidder: Siebte Vermögensverwaltungsgesellschaft Zeus mbH

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.

—————————————————————————

Siebte Vermögensverwaltungsgesellschaft Zeus mbH

Publication of the decision to launch a public takeover offer in accordance

with section 10 para. 1 sentence 1 in conjunction with sections 29 para. 1

and 34 of the German Securities Acquisition and Takeover Act

(Wertpapiererwerbs- und Übernahmegesetz (WpÜG))

Bidder:

Siebte Vermögensverwaltungsgesellschaft Zeus mbH

Epplestraße 225

70567 Stuttgart

Germany

registered in the commercial register of the local court of Stuttgart under

HRB 736842.

Target company:

Tognum AG

Maybachplatz 1

88045 Friedrichshafen

Germany

ISIN: DE000A0N4P43

registered in the commercial register of the local court of Ulm under HRB

On 9 March 2011, Siebte Vermögensverwaltungsgesellschaft Zeus mbH decided

to submit a voluntary public takeover offer to the shareholders of Tognum

AG (‘Tognum’) to acquire their bearer shares in Tognum with no par value,

each representing a pro rata amount of the registered share capital of EUR

1.00 per share (‘Tognum-Shares’), against payment of a cash consideration

of EUR 24.00 per Tognum-Share.

The offer document and further information relating to the public takeover

offer will be published on the internet at www.engineholding-angebot.de.

Further Information

Siebte Vermögensverwaltungsgesellschaft Zeus mbH, a company newly

established for conducting the transaction, is jointly held by Daimler AG

(‘Daimler’) and Vinters International Limited, an indirect subsidiary of

Rolls-Royce Group plc. Daimler, through a wholly-owned subsidiary, is

holding 28.4% of the currently issued Tognum-Shares, which the Daimler

subsidiary undertook to tender into the takeover offer.

The takeover offer will be made in particular subject to clearance by

competent merger control authorities and achievement of a minimum

acceptance rate of at least 50 % plus 1 Tognum-Share (including the 28.4%

stake in Tognum to be tendered by the Daimler subsidiary). Apart from this,

the offer will be made on and subject to the terms and conditions to be set

out in the offer document.

Important information:

This announcement is neither an offer to purchase or sell, nor a

solicitation of an offer to sell or purchase, shares. The final terms and

further provisions regarding the public takeover offer will be communicated

in the offer document after the publication has been approved by the German

Federal Financial Supervisory Authority (BaFin). Siebte

Vermögensverwaltungsgesellschaft Zeus mbH reserves the right to change

terms and conditions of the offer to the extent legally permissible.

Investors and shareholders of Tognum are strongly advised to read the offer

document as well as all other documents in connection with the public offer

as soon as these are published, since these will contain important

information.

Stuttgart, 9 March 2011

Siebte Vermögensverwaltungsgesellschaft Zeus mbH

End of WpÜG announcement

09.03.2011DGAP’s Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

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

—————————————————————————

Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in

Berlin, Düsseldorf, Hamburg, Hannover, München und Stuttgart