Daimler AG and Rolls-Royce launch their public tender offer for Tognum AG; acceptance period begins

Wednesday, 6 April 2011
  • Tognum shareholders can tender shares from today until May 18, 2011.
  • Offer price of €24 per share represents a premium of approximately 30 per cent to the undisturbed price.
  • Combination of Daimler, Rolls-Royce and Tognum creates a global leader in its industry.
  • Joint venture strengthens Tognum’s position and establishes a broader range of products, systems and services as well as a global sales network.
  • Safeguarding jobs and creating new opportunities through shared capabilities and long-term investment.
  • Combination enhances access to emerging economies.

Stuttgart/London – Daimler AG and Rolls-Royce Group plc today launched their voluntary public offer for the majority of Tognum AG through their 50:50 joint venture Engine Holding GmbH. Further to the announcement issued on March 9, 2011 the offer document has been approved by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and is now available on www.engineholding-angebot.de in both German as well as English.

From today, shareholders can accept the offer and tender their shares in Tognum AG. Acceptance of the offer must be declared in writing to the custodian bank. The acceptance period will expire on May 18, 2011 at 24:00 hrs (local time Frankfurt am Main)/18:00 hrs (local time New York). UniCredit Bank, Munich will act as settlement agent with regard to the tender offer.

As announced on March 9, 2011 shareholders will receive €24 for each tendered share in Tognum AG. The price offered is highly attractive and represents a significant premium of approximately 30 per cent above the XETRA closing price of Tognum AG shares on Friday March 4, 2011, the last undisturbed trading day before rumours of an offer emerged.

Shareholders who tender their shares will retain their right to the dividend for the financial year 2010. The proposed dividend of €0,50 per share is subject to approval by Tognum’s Annual General Meeting, which takes place on May 11, 2011, one week before the offer closes.

The offer is made, inter alia, subject to a minimum acceptance threshold of at least 50 per cent plus one share of the share capital of Tognum AG at the time of expiry of the acceptance period as well as certain regulatory approvals. Daimler already holds a very significant stake of 28.4 per cent of Tognum AG, which will be tendered at the offer price.

Under the joint ownership of Daimler and Rolls-Royce, Tognum will be well-positioned as a global leader in the Marine, Distributed Power Generation, Offshore Oil & Gas and Industrial applications markets establishing a strong platform for future growth in a global market worth more than €30 billion a year. The partners intend to maintain the current manufacturing sites and are confident that the growth strategy will secure jobs and lead to further opportunities. In addition to significantly strengthening Tognum’s future competitiveness, and broadening the product range, systems and service capabilities, the combination also enhances the company’s access to emerging markets.

Further information on the announcement of the intention to launch a public tender offer:
http://www.rolls-royce.com/investors/tognum.jsp

Further information on Daimler available at:
http://media.daimler.com

Safe Harbour Statement

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Tognum AG shares. The public offer by Engine Holding GmbH to the shareholders of Tognum AG is exclusively made on the basis of the terms set out in the offer document. Investors and holders of Tognum AG shares are strongly recommended to read the offer document and all documents in connection with the public offer as they are published, since they will contain important information.

The public offer will not be made, directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction. The figures in this document are preliminary and have neither been approved yet by the Supervisory Board nor audited by the external auditor. This document contains forward-looking statements that reflect our current views about future events. The words "anticipate," "assume," "believe," "estimate," "expect," "intend," "may," "plan," "project," "should" and similar expressions are used to identify forward-looking statements. These statements are subject to many risks and uncertainties, including an adverse development of global economic conditions, in particular a decline of demand in our most important markets; a deterioration of our funding possibilities on the credit and financial markets; changes in currency exchange rates; a shift in consumer preference; or a possible lack of acceptance of our products or services, which may limit our ability to implement prices as well as to adequately utilize our production capacities; price increases in fuel, raw materials; disruption of production due to shortages of materials, labour strikes, or supplier insolvencies; the effective implementation of cost-reduction and efficiency-optimization measures; the business outlook of companies in which we hold a significant equity interest; the successful implementation of strategic cooperations and joint ventures, changes in laws, regulations and government policies and the conclusion of pending or threatened future legal proceedings; and other risks and uncertainties. If any of these risks and uncertainties materialize, or if the assumptions underlying any of our forward-looking statements prove incorrect, then our actual results may be materially different from those we express or imply by such statements. We do not intend or assume any obligation to update these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made.

The takeover offer will be implemented in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934, as amended, and otherwise in accordance with the provisions of the WpÜG. Accordingly, the takeover offer is subject to publication and other procedural requirements, including with regard to withdrawal rights, offer period, settlement procedures and timing of payments, which may differ from those regarding the implementation of public offers in the United States. Moreover, Tognum shareholders who come into possession of the offer document outside the Federal Republic of Germany or the United States and wish to accept the offer outside the Federal Republic of Germany and the United States may be subject to other legal provisions than those of the Federal Republic of Germany and the United States; these shareholders are advised to inform themselves of the relevant applicable legal provisions and to comply with them. Daimler, Rolls-Royce and Engine Holding GmbH assume no responsibility for acceptance of the offer outside the Federal Republic of Germany and the United States being permissible under the relevant applicable legal provisions.

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