Bilfinger SE

Share Issue/Capital Change • Oct 6, 2009

News Details

Ad-hoc | 6 October 2009 07:58

Bilfinger Berger AG acquires the MCE Group and resolves to undertake a capital increase by means of a subscription rights issue at a ratio of 1 for 4 and a subscription price of EUR 30.60

Bilfinger Berger AG / Acquisition/Capital Increase

06.10.2009

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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This communication and the information contained herein are not for
distribution in the United States of America or Japan.

On October 6, 2009, the Bilfinger Berger Group concluded a purchase
agreement relating to 100% of the shares in MCE Beteiligungsverwaltungs
GmbH, Linz, Austria (MCE). The purchase price is EUR 350 million and the
acquisition is subject to merger clearance being granted by the European
Commission. Like Bilfinger Berger Industrial Services and Bilfinger Berger
Power Services, the companies of the MCE Group focus on the design,
construction and maintenance of facilities in the energy and process
industries. As of December 31, 2008, the MCE Group employed more than 6,500
staff and generated an output volume of approximately EUR 900 million, an
EBIT margin of approximately 5% and an EBIT of approximately EUR 45
million.

The Executive Board of Bilfinger Berger AG has also, with the consent of
the Supervisory Board, made use of the authorization granted by the Annual
General Meeting on May 7, 2009 to increase the share capital (2009
Authorized Capital), and has resolved to implement a capital increase by
means of a subscription rights issue. Partially using the 2009 Authorized
Capital, the Company's share capital is to be increased through the issue
of 8,828,025 new no-par value bearer shares. The capital increase amount
corresponds to approx. 25% of the share capital existing prior to the
increase. The new shares will be underwritten by members of a consortium of
banks comprising Commerzbank, Deutsche Bank and BNP Paribas, who will offer
these to entitled shareholders at a ratio of 1 for 4 (that is, one new
share for four existing shares) and in accordance with the terms set out in
the rights offering. The new shares will entitle the holders to dividends
as from January 1, 2009. The subscription price is EUR 30.60. The
consortium has undertaken vis-à-vis Bilfinger Berger AG to underwrite all
of the new shares at the subscription price.

The gross issue proceeds of approximately EUR 270 million generated from
the capital increase are to be used to partially finance the acquisition of
shares in MCE and to maintain the financial flexibility of Bilfinger Berger
AG.

The subscription period for new shares is scheduled to run from October 7,
2009 through October 20, 2009 (inclusive). The Company intends to establish
public trading in subscription rights on the regulated market of the
Frankfurt Stock Exchange (floor trading) in the period from October 7, 2009
through October 16, 2009 (inclusive). The new shares are expected to be
admitted for trading on the Frankfurt and Stuttgart stock exchanges on
October 20, 2009 and to be transferred to the shareholders on October 22,
2009.

The offering will be effected on the basis of an offering circular which is
expected to be approved by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on October 6,
2009, and which will be available from various sources including
http://www.bilfinger.com.

The Executive Board

This notice does not constitute an offer to sell or a solicitation to buy
securities in Bilfinger Berger AG.

This notice is neither an offer to sell nor a solicitation to buy
securities in the United States of America. Securities may only be sold or
offered for sale in the United States of America once they have been
registered in accordance with the provisions of the US Securities Act of
1933, as amended, or are exempt from registration. No such registration is
planned.

The information contained in this notice is not intended for publication or
distribution to or in the United States of America or Japan and constitutes
neither an offer to sell nor a solicitation to buy securities in the United
States of America or Japan.

This communication is directed only to persons who (i) are outside of the
United Kingdom or (ii) have professional experience in matters relating to
investments or (iii) are persons falling within Article 49(2) (a) to (d)
('high net worth companies, unincorporated associations etc.') of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(all such persons together being referred to as 'relevant persons'). This
communication must not be acted on or relied on by persons who are not
relevant persons. Any investment activity to which this communication
relates is available only to relevant persons and will be engaged in only
with relevant persons.

06.10.2009 Financial News transmitted by DGAP

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Language: English
Company: Bilfinger Berger AG
Carl-Reiß-Platz 1-5
68165 Mannheim
Deutschland
Phone: +49 (0621) 459-0
Fax: +49 (0621) 459-23 66
E-mail: skle@bilfinger.de
Internet: http://www.bilfingerberger.de
ISIN: DE0005909006
WKN: 590900
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard), Stuttgart;
Freiverkehr in Berlin, München, Hannover, Düsseldorf, Hamburg

End of News DGAP News-Service

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