Volkswagen AG — M&A Activity 2011

Sep 8, 2011

News Details

UK Regulatory | 8 September 2011 20:14

VOLKSWAGEN AG: Merger of Volkswagen Aktiengesellschaft and Porsche Automobil Holding SE no longer expected within the time frame laid down in the Comprehensive Agreement

VOLKSWAGEN AG / Miscellaneous

08.09.2011 20:14

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Merger of Volkswagen Aktiengesellschaft and Porsche Automobil
Holding SE no longer expected within the time frame laid down in
the Comprehensive Agreement

Goal of integrated automotive group with Porsche remains unchanged

Following discussions with Porsche Automobil Holding SE (Porsche
SE), Volkswagen Aktiengesellschaft's Board of Management has
reached the conclusion that the planned merger with Porsche SE
cannot be implemented within the time frame provided for in the
Comprehensive Agreement. Nevertheless, all parties remain committed
to the goal of creating an integrated automotive group with Porsche
and are convinced that this will take place.

From Volkswagen's perspective, the continuing legal hurdles mean
that it is currently impossible to quantify the economic risks of a
merger and therefore to perform the valuation of Porsche SE
required to determine the exchange ratio. The main causes of
uncertainty are the ongoing proceedings and actions brought against
Porsche SE in Germany and the USA for alleged market manipulation.
According to the information currently available, these legal
hurdles are no longer expected to be removed in time. One factor
influencing the Board of Management's assessment was an indication
by the Stuttgart public prosecutors of the length of time needed
for the preliminary investigations.

As the Board of Management believes that the General Meeting
resolutions required for the merger of Porsche SE with Volkswagen
AG can no longer be adopted by the year-end 2011 deadline
stipulated in the Comprehensive Agreement, the remeasurement of the
put/call rights in respect of Porsche Zwischenholding GmbH in the
financial statements as of September 30, 2011 is expected to lead
to a clearly positive contribution to Volkswagen AG's financial
result.

In the coming weeks, Volkswagen AG's Board of Management will
analyze whether other potential courses of action exist for
achieving the goal of creating an integrated automotive group with
Porsche in addition to the put/call options laid down in the
Comprehensive Agreement. The results of this examination will be
presented to the Supervisory Board before the end of the year.

Wolfsburg, September 8, 2011

Volkswagen AG - The Board of Management

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Language: English
Company: VOLKSWAGEN AG
Brieffach 1849
38436 Wolfsburg
Germany
Phone: +49 (0)5361 9 - 49840
Fax: +49 (0)5361 9 - 30411
E-mail: christine.ritz@volkswagen.de
Internet: www.volkswagenag.com/ir
ISIN: DE0007664039, DE0007664005
Indices: DAX, Euro Stoxx 50
Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt
(Prime Standard), Hamburg, Hannover, München,
Stuttgart; Terminbörse EUREX; London, Luxembourg, SIX
Category Code: MSC
LSE Ticker: VKW
Sequence Number: 905
Time of Receipt: Sep 08, 2011 19:40:19

End of Announcement DGAP News-Service

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