029 Group SE

M&A Activity • Jul 31, 2008

News Details

Takeover Bids | 31 July 2008 08:00

Takeover Offer;

Target company: EPCOS AG; Bidder: TDK Germany GmbH

Release 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.

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Announcement pursuant to section 10 para. 1 in conjunction with

sections 29 para. 1, 34 of the German Securities Acquisition and Takeover

Act (WpÜG) – Takeover Offer

Offeror:

TDK Germany GmbH

Wanheimer Str. 57

40472 Düsseldorf

Germany

Target:

EPCOS AG

St.-Martin-Straße 53

81669 Munich

Germany

ISIN: DE0005128003

WKN: 512800

The offer document (in German and a non-binding English translation) and

other information relating to the offer will be published on the internet

at

http://www.tdk-germany-gmbh.com.

The offer document will also be published by way of a notice of

availability in the Electronic Federal Gazette (Elektronischer

Bundesanzeiger).

TDK Germany GmbH decided today to make a voluntary public takeover offer to

the shareholders of EPCOS AG for the purchase of their non-par-value

registered shares (auf den Namen lautende Stückaktien) in EPCOS AG with a

calculated share in the registered share capital of EUR 1.00 per share

(ISIN: DE0005128003/WKN 512800) against payment of

EUR 17.85 per share.

Such takeover offer corresponds to a transaction volume of approx. EUR 1.2

billion and the offer consideration exceeds the closing price of the

EPCOS AG share on 30 July 2008 in the electronic trading system (XETRA) on

the Frankfurt Stock Exchange, the last trading day preceding this

announcement, by EUR 3.97 equaling 29% and by EUR 6.09 and 52% respectively

compared to the three month average closing prices in the electronic

trading system (XETRA) on the Frankfurt Stock Exchange before 31 July 2008.

The takeover offer will be made subject to the terms and conditions to be

stated in the offer document. These conditions will, inter alia, most

likely include the achievement of a 50% plus one share minimum acceptance

level on a fully diluted basis, the achievement of merger control clearance

in certain jurisdictions and the absence of a material adverse change (as

defined in the offer document) until the end of the acceptance period of

the takeover offer. The detailed terms and conditions of the offer will be

set out in the offer document for the takeover offer. TDK Germany GmbH has

received financing commitments to the necessary amount to secure the

finance of the takeover offer.

TDK Germany GmbH and persons acting in concert with it within the meaning

of sec. 2 para 5 WpÜG currently hold approx. 2.5 % of all shares in

EPCOS AG and have secured delivery of further approx. 7.0%.

TDK Germany GmbH is a direct subsidiary of TDK Corporation with principal

executive offices at Tokyo, Japan. TDK Group is a world leading

manufacturer of ferrite materials, electronic components, wireless computer

networking products, magnetic heads for HDD, and advanced digital recording

media.

Today, immediately prior to this announcement, TDK Corporation, TDK Germany

GmbH and EPCOS AG have entered into a Business Combination Agreement in

which the parties have agreed to the major terms of the takeover offer and

have outlined the joint future organizational and corporate intentions. The

management board of EPCOS AG has agreed to support the takeover offer and

to take all actions and measures beneficial to the takeover offer to the

extent legally permissible. The Supervisory Board of EPCOS AG also is in

favour of the transaction.

Important Information

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

shares of EPCOS AG, nor an offer to purchase or sell any other securities.

The terms and conditions of the offer will be published in the offer

document only after the permission by the German Federal Financial

Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,

BaFin) has been obtained. Investors and holders of shares in EPCOS AG are

strongly advised to read the relevant documents regarding the takeover

offer published by TDK Germany GmbH when they become available because they

will contain important information. Investors and shareholders of EPCOS AG

will be able to receive these documents, when they become available, at the

website http://www.tdk-germany-gmbh.com. Upon publication, the offer

document will also be available free of charge at a specified location and

will be mailed to investors and shareholders of EPCOS AG free of charge

upon request.

In addition, in accordance with general exemptive relief granted by the

U.S. Securities Exchange Commission (SEC) from Rule 14e-5 under the US

Securities Exchange Act, TDK Germany GmbH, persons acting in concert with

it and their subsidiaries as well as their nominees or brokers (acting as

agents) may make certain purchases of, or arrangements to purchase, shares

of EPCOS AG outside the United States during the period in which the offer

remains open for acceptance. In accordance with the requirements of Rule

14e-5 and with the exemptive relief granted by the SEC, such purchases, or

arrangements to purchase, must comply with applicable rules in Germany,

including the German Securities Acquisition and Takeover Act. Information

regarding such purchases will be disclosed in the United States through

postings to the English-language pages of the offer website at

http://www.tdk-germany-gmbh.com, to the extent such information is made

public in Germany pursuant to German law.

Düsseldorf, 31 July 2008

TDK Germany GmbH

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Listed (in Germany):

EPCOS AG

Regulated market (Regulierter Markt) in the sub-segment prime standard in

Frankfurt am Main

Over the counter (Freiverkehr) in Stuttgart, München, Hannover, Hamburg,

Düsseldorf and Berlin

End of WpÜG announcement(c)DGAP 31.07.2008

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Listed: EPCOS AG: Regulierter Markt (Regulated Market) in Frankfurt (Prime

Standard), Freiverkehr (Over the counter) in Stuttgart, München, Hannover,

Hamburg, Düsseldorf und Berlin