Continental AG

Share Issue/Capital Change • Jan 6, 2010

News Details

Ad-hoc | 6 January 2010 19:36

Continental AG: Continental resolves capital increase and determines terms of offering

Continental AG / Capital Increase

06.01.2010

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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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.

Hanover, January 6, 2010. The executive board of Continental AG has
resolved today, with the consent of the supervisory board, to increase the
share capital from EUR 432,655,316.48 by nominal EUR 79,360,000 to EUR
512,015,316.48 by issuing 31,000,000 new shares from authorized capital
(Authorized Capital 2007).

The capital increase will be implemented by way of a rights issue to
existing shareholders of Continental AG. The executive board and the
supervisory board of Continental AG have set the subscription price at EUR
35.00. A syndicate led by Deutsche Bank AG, Goldman Sachs International and
J.P. Morgan Securities Ltd. have agreed in an Underwriting Agreement dated
today to firmly underwrite the 31,000,000 new shares at the said
subscription price of EUR 35.00 per share subject to market standard
conditions and to offer the new shares for subscription to existing
shareholders of Continental AG at the subscription price.

Continental AG will receive gross proceeds from the rights issue of EUR
1.085 billion. The capital increase is intended to reduce the debt
obligations of the Conti-Group from a syndicated credit facility in
connection with the financing of the acquisition of Siemens VDO and will
allow payments from the Forward Start Facility agreed by Conti in December
2009 with a majority of the lending banks of the syndicated credit
facility.

Subject to the approval of the securities prospectus for the rights issue
by the German Financial Supervisory Authority (BaFin), the shareholders may
exercise their subscription rights during the subscription period which is
expected to last from January 12 through January 25, 2010 (including) at a
ratio of 2 new shares per 11 existing shares. Continental AG intends to
organize trading of the subscription rights on the Frankfurt Stock Exchange
from January 12, 2010 until January 21, 2010 (including). The new shares
will have full dividend entitlement as from January 1, 2009.

Continental's current major shareholders Schaeffler KG (49.9%), M.M.
Warburg & CO KGaA (19.5%), B. Metzler seel. Sohn & Co. (19.5%), which owned
a combined 88.9% of the company's share capital prior to the capital
increase, have agreed with the banking consortium to neither exercise their
subscription rights nor transfer such subscription rights to third parties.
Upon the completion of the rights offering, these major shareholders are
expected to hold an aggregate of 75.1% of the increased share capital of
Continental AG.

A syndicate led by Deutsche Bank AG, Goldman Sachs International and J.P.
Morgan Securities Ltd. have already placed approximately three quarters of
the new shares underwritten in their own name by way of a private placement
to a small number of institutional investors. The remaining shares shall be
placed by way of an Accelerated Bookbuilt Offering (ABO) following the
approval of the securities prospectus. For those 11.1% of the new shares
relating to which no commitment to waive the exercise of subscription
rights exists, both the private placement and the placement in the ABO will
be made subject to the implementation of the rights offering in order to
secure that the existing shareholders of Continental AG who make use of
their subscription rights will receive shares from the rights offering.

Subject to the approval by the BaFin, a securities prospectus is expected
to be published on January 11, 2010 and will be available subsequently at
Continental AG. The delivery and settlements of the new shares placed on
the basis of the existing commitments of the major shareholders in
connection with the previously described private placement/ABO will take
place as early as possible time after the approval of the prospectus and
the registration of the capital increase in the commercial register,
expected to take place on January 14, 2010. It is also contemplated to
introduce the new shares into trading on the regulated market of the stock
exchanges of Frankfurt, Hanover/Hamburg and Stuttgart at that time. The
delivery and settlement of the new shares subscribed in the rights offering
or otherwise not subscribed will take place on January 28, 2010.

Disclaimer

This press information does not constitute an offer to buy shares or other
securities of Continental AG and does not replace the prospectus.
Investment decisions with respect to the shares or other securities of
Continental AG shall only take place on the basis of the prospectus which
will be available after the approval by the German Financial Supervisory
Authority (BaFin) free of charge at Continental AG.

This press release does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, securities to any person
in Australia, Canada, Japan, or the United States of America (the 'United
States') or in any jurisdiction to whom or in which such offer or
solicitation is unlawful. The securities referred to herein may not be
offered or sold in the United States absent registration under the U.S.
Securities Act of 1933, as amended (the 'Securities Act') or another
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in Australia,
Canada or Japan, or to, or for the account or benefit of, any national,
resident or citizen of Australia, Canada or Japan. The offer and sale of
the securities referred to herein has not been and will not be registered
under the Securities Act or under the applicable securities laws of
Australia, Canada or Japan.

There will be no public offer of the securities in the United States.

06.01.2010 Ad hoc announcement, Financial News and Media Release distributed by DGAP.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: Continental AG
Vahrenwalder Straße 9
30165 Hannover
Deutschland
Phone: +49 (0)511 938-1068
Fax: +49 (0)511 938-1080
E-mail: ir@conti.de
Internet: www.conti.de
ISIN: DE0005439004
WKN: 543900
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard), Hannover,
Stuttgart, Hamburg; Freiverkehr in Berlin, Düsseldorf,
München; Terminbörse EUREX; Foreign Exchange(s) Luxembourg,
SWX

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