029 Group SE

M&A Activity • Jul 21, 2008

News Details

Takeover Bids | 21 July 2008 20:42

Takeover Offer;

Target company: Continental AG; Bidder: Schaeffler KG

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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Amendment to the Publication of the Announcement of the Decision to Launch

a Takeover Offer pursuant to Section 10 (1) and (3) in connection with

Section 29 (1) and 34 of the German Securities Acquisition and Takeover Act

(Wertpapiererwerbs- und Übernahmegesetz)

Bidder:

Schaeffler KG

Industriestraße 1-3

91074 Herzogenaurach

Registered with the local court of Fürth under registration number HRA 2681

Contact Person:

Detlef Sieverdingbeck

Director Corporate Communication

Schaeffler Gruppe

Tel. +49-9132-82-2277

Fax. +49-9132-82-3584

Email:detlef.sieverdingbeck@schaeffler.com

Michael Reinert

A&B Financial Dynamics GmbH

Tel. +49-69-91010-140

m.reinert@abfd.de

Markus Breidenstein

A&B Financial Dynamics GmbH

Tel. +49-69-91037-115

m.breidenstein@abfd.de

Target Company:

Continental Aktiengesellschaft

Vahrenwalder Straße 9

30165 Hanover

Registered with the local court of Hanover under registration number HRB

3527

The shares of the Target Company are admitted to trading in the Regulated

Market of the Frankfurt Stock Exchange (Prime Standard) and are traded in

XETRA (Prime Standard) on the stock exchanges of Stuttgart, Hamburg and

Hanover as well as in the regulated unofficial market of the stock

exchanges of Berlin-Bremen, Munich and Düsseldorf under ISIN DE0005439004.

Shares of the Target Company are also traded on the London Stock Exchange

(London Stock Exchange) and the Swiss Stock Exchange (SWX Europe).

In addition, American Depositary Receipts (ADRs) representing shares of the

Target Company are traded in the United States of America under a sponsored

ADR Program (American Depositary Receipt Program) in the OTC market (Over

the Counter Market) under ISIN US2107712000.

The offer document and further information regarding the offer will be

published on the Internet at:

http://www.schaeffler-angebot.de

Information by the Bidder:

Schaeffler KG has announced on July 15, 2008 that it decided to offer to

the shareholders of Continental Aktiengesellschaft by way of a voluntary

public takeover offer to acquire all of their no-par value bearer shares in

Continental Aktiengesellschaft with a calculated quota of the share capital

of EUR 2.56 per share and that it intends to offer to the shareholders a

consideration in cash of the higher of EUR 69.37 per share

and the minimum offer price as determined by the German Federal Financial

Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht)

pursuant to § 5 para. 1 of the applicable Offer Regulation.

The German Federal Financial Supervisory Authority has informed Schaeffler

KG on July 21, 2008 that the valid three months average stock price

calculated as of the record date July 14, 2008 amounts EUR 70.12.

Accordingly, Schaeffler KG informs that it intends to offer to the

shareholders of Continental Aktiengesellschaft a consideration in the

amount of

EUR 70.12

per no-par value share in Continental Aktiengesellschaft.

Important information:

This announcement does not constitute an offer to purchase or an invitation

to make an offer to sell shares in the Target Company. The final conditions

and further provisions regarding the offer will be disclosed in the offer

document after the publication has been approved by the German Federal

Financial Supervisory Authority. Schaeffler KG reserves the right to

deviate in the final terms and conditions of the offer from the basic

information described herein. Investors and shareholders are strongly

recommended to read the offer document and all documents in connection with

the offer as soon as they are published, since they will contain important

information.

Notice to US persons:

Schaeffler KG does not intend to make an offer to purchase ADRs in the

offer. Holders of ADRs wishing to participate in the offer must convert

their ADRs into bearer shares before tendering their shares. Schaeffler KG

expressly draws attention to the fact that Schaeffler KG or its nominees or

brokers (acting as agents) have made and may make certain purchases of

shares in Continental Aktiengesellschaft outside the

framework of the offer including prior to and during the period in which

the offer remains open.

Herzogenaurach, July 21, 2008

Schaeffler KG

End of WpÜG announcement(c)DGAP 21.07.2008

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Listed: Regulated Market in Frankfurt (Prime Standard), Hamburg, Hannover

and Stuttgart; Free Market in Berlin, Düsseldorf and München