Aurubis AG

M&A Activity • Jun 24, 2007

News Details

Ad-hoc | 24 June 2007 19:19

Norddeutsche Affinerie AG (‘NA’) and Cumerio NV/SA (‘Cumerio’) to combine business activities – NA to make a cash take-over bid for Cumerio at EUR 30.00 per share

Norddeutsche Affinerie AG / Acquisition

Release 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.

---

Made pursuant to Art. 7 § 1 of the Belgian Royal Decree of 8 November 1989
on public take-over bids.

Norddeutsche Affinerie AG ('NA') and Cumerio NV/SA ('Cumerio') to combine
business activities – NA to make a cash take-over bid for Cumerio at EUR
30.00 per share

• Creation of an international leader and a growth platform in the sector
  beyond Europe

• Strong presence in Western Europe and access to fast growing markets of
  South-eastern Europe

• Cash tender offer of EUR 30.00 per Cumerio share, implying a premium of
  28.5 per cent to the closing share price on 21 June 2007, a 29.8 per
  cent premium to the volume weighted average share price of the past 3
  months until 21 June 2007 and representing a total equity value of EUR
  777 million.

• Take-over bid conditional upon NA obtaining at least 80 per cent of the
  Cumerio shares at the completion of the offer and on clearance by
  merger control authorities

• Take-over bid possibly followed by a squeeze-out if at the end of the
  offer period NA holds at least 95% of the Cumerio shares

Hamburg / Brussels, June 24, 2007 – NA and Cumerio announce today that they
intend to combine their business activities to form the leading European
integrated copper production and processing group with combined pro-forma
revenues of EUR 9.1 billion. NA will make a public tender offer in cash for
all outstanding shares of Cumerio. NA will offer EUR 30.00 in cash for each
Cumerio share, valuing Cumerio at a total equity value of EUR 777 million.
This offer price represents a 28.5 per cent premium to the closing share
price on 21 June 2007 and a 29.8 per cent premium to the volume weighted
average share price of the past 3 months until 21 June 2007. The take-over
bid will possibly be followed by a squeeze-out if at the end of the offer
period NA holds 95 % of the shares. NA is listed in the Prime Standard of
the Frankfurt Stock Exchange, Cumerio is listed on Euronext Brussels.

On Monday morning, June 25, 2007, NA will make the necessary filing with
the Belgian CBFA, as foreseen in the Belgian Royal Decree of 8 November
1989 (Art. 4-5).

The two companies together produce about 1 mill. tonnes of copper cathodes
annually and employ about 4,600 people. The combination will benefit from
an excellent strategic and regional fit and creates a strong platform to
pursue a further internationalization strategy. With production sites in
Germany, Belgium, Bulgaria, Italy and Switzerland the combination forms the
first truly European copper company and offers a significant potential to
optimize utilization and productivity of facilities and pursue further
growth opportunities. There are no plans to close any of the current
production facilities as a result of the combination. The new group will
have a strong presence in Western Europe with locations close to 70 per
cent of customers in the region. The site in Pirdop (Bulgaria) provides
access to the fast growing South-eastern European market.

'This is the ideal combination for both companies. It provides a unique
opportunity to lead the consolidation of our industry and create an
international leader and a growth platform in the sector beyond Europe',
said Dr. Werner Marnette, CEO of NA. 'Both management teams have spent a
lot of time and effort to bring about a transaction which benefits all
stakeholders. Our mutually agreed terms are very attractive for both
Cumerio and NA shareholders and will also be beneficial for the employees
and customers of both companies. In particular, our offer presents full and
immediate value to Cumerio shareholders.'

'The proposed combination of the two companies will strengthen the business
in Western Europe’s large core market and serve as a solid platform for
further international expansion of the activities in fast growing regions,
like already initiated in South-eastern Europe', added Luc Delagaye, CEO of
Cumerio.

The headquarter of the combined business will be in Hamburg. A Brussels
based service company will assume group-wide responsibility for certain
service functions. It is foreseen that two senior executives of Cumerio
will join the NA board of management. NA’s management and supervisory
boards have decided to invite two current board members of Cumerio to join
the supervisory board of NA going forward which will also include
non-German employee representation. Additionally, it is the intent of the
parties that Cumerio should be integrated into NA e.g. by way of a merger
and NA should be converted into the legal form of a Societas Europaea.

The combination is expected to be significantly value enhancing because it
gives the opportunities for accelerated growth through an enhanced
industrial platform. In addition, based on initial estimates, synergies of
approximately EUR 15 – 20 million annually are envisaged. The transaction
is expected to have a positive impact on earnings per share.

This all-cash transaction will be financed through a fully underwritten
bridge funding package provided by Deutsche Bank and Barclays Capital.
Refinancing of a portion of this debt is envisaged by a capital increase
post consummation of the public tender offer.

The transaction has been approved by the Supervisory Board of NA. In
accordance with Belgian tender offer laws, the transaction will be
submitted for formal and final recommendation by Cumerio’s Board of
Directors after consultation of Cumerio’s Works Councils.

The offer is subject to customary conditions, including approvals by EU and
Swiss merger control authorities and a minimum acceptance level. The offer
prospectus will be published and the acceptance period will commence after
the approval by the EU and Swiss merger control authorities1 and therefore
the transaction is expected to close in Q3/Q4 2007.

NA is being advised on the transaction by Deutsche Bank and Freshfields
Bruckhaus Deringer. Cumerio is being advised by UBS Investment Bank and
Linklaters De Bandt.

1 FOOTNOTE: Phase I proceedings with the European Commission may take up
to 25 working days (or 35 working days if remedies are offered in Phase I
or if there is an application for a referral of the case to a Member State
authority); Phase II proceedings may take up to a further 125 working days
(i.e. up to 90 days as a general rule in Phase II, 105 days if remedies are
offered only after a certain point in time in Phase II, and a further 20
days with consent by the parties).
DGAP 24.06.2007

---

Language: English
Issuer: Norddeutsche Affinerie AG
Hovestraße 50
20539 Hamburg Deutschland
Phone: +49 (0)40 78 83-0
Fax: +49 (0)40 78 83-22 55
E-mail: m.kartenbeck@na-ag.com
Internet: www.na-ag.com
ISIN: DE0006766504
WKN: 676650
Indices: MDAX
Listed: Amtlicher Markt in Frankfurt (Prime Standard), Hamburg;
Freiverkehr in Berlin-Bremen, Düsseldorf, München, Stuttgart

End of News DGAP News-Service

---