Public takeover offer by Daimler and Rolls-Royce for Tognum successful – companies now jointly hold 60 per cent

Monday, 6 June 2011

  • 58.35 per cent of shareholders accept the offer
  • Important milestone in the takeover process of Tognum AG
  • Additional acceptance period for the offer expires on June 20, 24.00 hrs (CET)
  • Daimler and Rolls-Royce expect further shares to be tendered during additional acceptance period
  • Tognum Management and Supervisory Board have tendered their shares
  • Combination creates strong foundation for future growth

Stuttgart/London – Following the expiry of the acceptance period for its public takeover offer for Tognum AG, Daimler AG and Rolls-Royce Holdings plc now hold a total of 59.87 per cent of Tognum shares through their Joint Venture Engine Holding GmbH. The bidders received acceptance declarations for an expected equivalent of 58.35 per cent of the share capital of Tognum AG (about 76,657,611 million shares). The current total of 59.87 also includes around 1.5 per cent of the share capital (about 2 million shares) that was acquired by the Joint Venture on the stock market during the acceptance period.

Daimler and Rolls-Royce are very pleased with this convincing result. It represents a milestone in the takeover process of Tognum AG and lays a strong foundation for the future co-operation of the three companies.

Since the 30 per cent threshold required for the takeover offer has been exceeded, an additional acceptance period of two weeks is granted in accordance with German law. Therefore, remaining shareholders can tender their shares into the offer from June 7 to June 20, 24:00 hrs (CET). Daimler and Rolls-Royce expect further shares to be tendered during the additional acceptance period.

By combining the strengths, technology and market access of Daimler, Rolls-Royce and Tognum, the joint venture will establish a leading industrial engine systems and solutions company, offering a broad portfolio of products, services and integrated solutions on a worldwide basis.

On April 6, 2011, Daimler and Rolls-Royce made a public takeover offer to purchase all outstanding shares of Tognum AG through their joint venture. The offer was increased by two Euros to 26 Euro per Tognum share on May 16. The Supervisory and Management Boards of Tognum AG fully support the attractive offer and already have tendered their shares. The Executive and the Supervisory Board recommend the acceptance of the offer to all shareholders of Tognum AG.

  1. Rolls-Royce is a world-leading provider of power systems and services for use on land, at sea and in the air, and has established a strong position in global markets - civil aerospace, defence aerospace, marine and energy.
  2. As a result of this strategy, Rolls-Royce has a broad customer base comprising more than 500 airlines, 4,000 corporate and utility aircraft and helicopter operators, 160 armed forces, more than 2,500 marine customers, including 70 navies, and energy customers in nearly 120 countries, with an installed base of 54,000 gas turbines.
  3. Annual underlying revenues were over £10.8 billion in 2010, of which more than half came from the provision of services. The firm and announced order book stood at £59.2 billion at 31 December 2010, providing visibility of future levels of activity.
  4. Rolls-Royce employs over 39,000 skilled people in offices, manufacturing and service facilities in over 50 countries. Over 11,000 of these employees are engineers.
  5. In 2010, Rolls-Royce invested £923 million on research and development, two thirds of which had the objective of further improving the environmental performance of its products, in particular reducing emissions.
  6. Rolls-Royce supports a global network of 28 University Technology Centres, which connect the company’s engineers with the forefront of scientific research.

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