KUKA AG — M&A Activity 2014

Sep 25, 2014

News Details

Ad-hoc | 25 September 2014 20:03

KUKA Aktiengesellschaft: Tender Offer of KUKA Aktiengesellschaft relating to all outstanding shares of Swisslog Holding AG and Capital Increase from Authorized Capital

KUKA Aktiengesellschaft / Key word(s): Offer/Capital Increase

25.09.2014 20:03

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

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KUKA Aktiengesellschaft
Zugspitzstrasse 140, 86165 Augsburg

• ISIN DE0006204407-

Listed on the following German stock exchanges:
Frankfurt am Main and Munich

Market segment: Prime Standard

Ad hoc disclosure in accordance with section 15 of the WpHG
(Wertpapierhandelsgesetz - German Securities Trading Act)

Tender Offer of KUKA Aktiengesellschaft relating to all outstanding shares
of Swisslog Holding AG and Capital Increase from Authorized Capital

Today, KUKA Aktiengesellschaft simultaneously signed a Transaction
Agreement with Swisslog Holding AG (with its seat in Buchs (AG),
Switzerland) and published the pre-announcement of a public tender offer
vis-à-vis the shareholders of Swisslog Holding AG. According to the tender
offer, KUKA Aktiengesellschaft offers to the shareholders of Swisslog
Holding AG to acquire the shares at a price of CHF 1.35 per registered
share with a par-value of CHF 0.01 per share (ISIN CH0012324627, the
"Swisslog Share(s)". The number of shares issued by Swisslog Holding AG
amount to 251,276,984.

The signing of the Transaction Agreement and the publication of the
pre-announcement were approved beforehand by resolutions of the Supervisory
Board of KUKA Aktiengesellschaft (in which the consent was given to the
Executive Board's decision to the tender offer) and the Board of Directors
of Swisslog Holding AG.

The terms of conditions of the tender offer will be outlined in the offer
prospectus still be to be published, in particular, the tender offer will
contain the condition that a minimum of 66 2/3 % of all Swisslog-Shares
have been tendered at the end of the offer period.

The publication of the offer prospectus is scheduled for 6 October 2014.
Once the cooling-off period of 10 trading days stated under the Swiss
Takeover Ordinance has expired, the offer will presumably be open from 21
October 2014 until 17 November 2014, 04.00 pm CET (the "Offer Period").
KUKA Aktiengesellschaft reserves the right to extent this Offer Period.

The offer prospectus and further documents relating to the tender offer
will be published on the homepage of KUKA Aktiengesellschaft under
http://www.kuka-ag.de/en/investor_relations/tender_offer_swisslog. In
addition, the pre-announcement and all other documents relating to the
tender offer and to be published in newspapers, will be published in Neuer
Züricher Zeitung (in German language) and in Le Temps (in French language).
Furthermore, the offer prospectus will be available, free of charge, in
German and French language from Bank Vontobel AG, Gotthardstrasse 43,
CH-8022 Zurich, Telephone: +41 (0)58 283 71 11; Fax: +41 (0)58 283 76 50,
e-mail: prospectus@vontobel.ch.

The tender offer shall partly be funded by KUKA Aktiengesellschaft by
issuing new shares. Hence, the Executive Board of KUKA Aktiengesellschaft
has, with today's approval of the Supervisory Board, resolved to increase
the share capital of the company with the exclusion of the shareholder
subscription rights by means of a partial utilization of the Authorized
Capital 2011 by an amount up to EUR 4,661,498.40 to EUR 92,841,619.00 in
exchange for cash contributions, provided the tender offer is successful.
Up to 1,792,884 no par value bearer shares will be issued, representing a
notional amount of EUR 2.60 per share and dividend entitlement from the
fiscal year 2014 onwards.

The subscription rights of shareholders are excluded on the basis of the
authorization in Sec. 4 para. 5 sentence 4 of the Articles of Association.

The Executive Board will - with respective approvals of the Supervisory
Board - decide in separate resolutions about the execution of the share
capital increase as well as the total number of new shares to be issued and
the placement price. It is planned that Bank Joh. Berenberg, Gossler & Co.
KG, Hamburg, shall be mandated to arrange the share placement. The
placement price shall be determined in an accelerated bookbuilding process.
The new shares will be subscribed by Bank Joh. Berenberg, Gossler & Co. KG.

The new shares shall be admitted for trade, without prospectus, in the
regulated market as well as the sub-segment of the regulated market with
additional post-admission obligations (Prime Standard) on the Frankfurt
Stock Exchange as well as the regulated market of the Stock Exchange
Munich.

Augsburg, 25 September 2014

KUKA Aktiengesellschaft

The Executive Board

As to the tender offer

The tender offer described or referenced in this announcement (the "Offer")
is not directly or indirectly made in the United States of America, the
United Kingdom, Japan, Australia, Canada or Japan nor in any other country
or jurisdiction in which such Offer would be illegal, otherwise violate the
applicable law or an ordinance or which would require KUKA
Aktiengesellschaft to change the terms or conditions of the tender offer in
any way, to submit an additional application to or to perform additional
actions in relation to any state, regulatory or legal authority. It is not
intended to extend the Offer to any such country or such jurisdiction.
Documents relating to the Offer must neither be distributed in such
countries or jurisdictions nor be sent to such countries or jurisdictions.
Such documents must not be used for the purpose of soliciting the purchase
of securities of Swisslog Holding AG by anyone from such countries or
jurisdictions. Shareholders of Swisslog Holding AG not resident in
Switzerland who wish to accept the Offer must make inquiries concerning
applicable legislation and possible tax consequences. Shareholders should
refer to the detailed offer restrictions included in the offer document
which is available on the website of KUKA Aktiengesellschaft.

As to the share offering

This publication constitutes neither an offer to sell nor a solicitation to
buy or subscribe to securities of KUKA Aktiengesellschaft. Any such offer
will be made solely to Qualified Institutional Buyers pursuant to Rule 144A
under the U.S. Securities Act of 1933, as amended (the "Securities Act").

The information contained herein is not for distribution, directly or
indirectly, in or into the United States of America (including its
territories and possessions of any State of the United States of America or
the District of Columbia) and must not be distributed to U.S. persons (as
defined in Regulation S of the Securities Act) or publications with a
general circulation in the United States of America. This publication is
not an offer of securities of KUKA Aktiengesellschaft for sale in the
United States of America. The securities of KUKA Aktiengesellschaft have
not been and will not be registered under the Securities Act and may not be
offered or sold in the United States of America absent registration or an
exemption from registration under the Securities Act, as amended. KUKA
Aktiengesellschaft does not intend to register any portion of any offered
securities in the United States of America or to conduct a public offering
of the Securities in the United States of America.

This publication is not an offer of securities of KUKA Aktiengesellschaft
for sale in the United Kingdom, Canada, Japan or Australia."

Contact:
Andreas Spitzauer
phone: +49 821 7975-216
fax: +49 821 7975-213
e-mail: andreas.spitzauer@kuka.com

25.09.2014 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: KUKA Aktiengesellschaft
Postfach 43 12 69
86072 Augsburg
Germany
Phone: +49 (0)821 797 - 0
Fax: +49 (0)821 7975 - 333
E-mail: IR@kuka.com
Internet: www.kuka.com
ISIN: DE0006204407
WKN: 620440
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard), München;
Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
Stuttgart

End of Announcement DGAP News-Service

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