Rolls-Royce and Daimler statement regarding reasoned opinion by Tognum AG

Friday, 15 April 2011

Rolls-Royce Group plc, the global power systems company, and Daimler AG, the global automotive company, are pleased that both Tognum’s Supervisory Board and Board of Management recognise the compelling strategic rationale of the proposed transaction, as indicated in the statement they have issued today.

However, Rolls-Royce and Daimler do not share their view that the offer price is not appropriate. The offer we have made has a compelling industrial logic and the combination of Tognum with the Daimler and Rolls-Royce joint venture represents the best prospect for accelerating long-term growth and is in the best interest of Tognum, its customers and employees.

The offer of €24 per Tognum AG share represents a premium of 30 per cent over the undisturbed share price and we continue to believe that it fully and attractively values the company and its future prospects. In addition, as stated before, shareholders who tender their shares will retain their right to the dividend for the financial year 2010.

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