EANS-Adhoc: Andritz AG ANDRITZ acquires 38.5% stake in Schuler AG, Germany,
and announces takeover offer to purchase the remaining shares
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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is solely responsible for the content of this
announcement.
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29.05.2012
Graz, May 29, 2012. International technology Group ANDRITZ based in Graz,
Austria, has signed an agreement with Schuler-Beteiligungen GmbH to acquire the
entire 38.5% interest held by Schuler-Beteiligungen GmbH in publicly listed
Schuler AG, headquartered in Göppingen, Germany. The price per share amounts to
20.00 EUR in cash.
In addition, ANDRITZ has announced a voluntary public takeover offer in
accordance with Section 10, Para. 1, in conjunction with Sections 29 and 34 of
the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz, WpÜG) to the remaining shareholders for the acquisition of the
outstanding shares (i.e. 61.5% of Schuler AG's capital stock). Via a German
affiliate, ANDRITZ is offering also the remaining shareholders of Schuler AG
20.00 EUR per share in cash. The offer thus represents a premium of 26.34% over
the XETRA closing price for Schuler shares on May 28, 2012 (15.83 EUR) and
35.32% over the volume-weighted average XETRA price of the share in the past
three months (14.78 EUR). Enforcement of the acquisition of
Schuler-Beteiligungen GmbH's block of shares as well as the takeover offer are
exclusively contingent upon approval of both transactions by the anti-trust
authorities.
The ANDRITZ GROUP has a net cash position of approximately 1.3 billion Euros as
of the end of March 2012 and is thus able to acquire Schuler AG out of its own
financial resources.
During the first six months of the current business year, Schuler was able to
increase its sales substantially to 581 million Euros (+44% vs. the reference
period of last year), assisted by the current high investment activity in the
automotive industry. With annual sales of more than 1 billion Euros and more
than 5,000 employees, Schuler considers itself to be global leader in metal
forming technology, supplying complete press lines and automation systems for
the automotive and other metal processing industries. The company operates
branches and production sites all over the world and has a strong presence
particularly in the emerging markets of Asia and South America. The ANDRITZ
METALS business area is one of the world's leading suppliers of complete lines
for the production and further processing of cold-rolled strip made of stainless
steel, carbon steel, and nonferrous metals. The planned acquisition of Schuler
is an attractive means of broadening the existing business activities of ANDRITZ
METALS. ANDRITZ is confident that Schuler will find favorable opportunities to
continue its growth within the ANDRITZ GROUP.
The ANDRITZ GROUP is a globally leading supplier of plants, equipment, and
services for hydropower stations, the pulp and paper industry, solid/liquid
separation in the municipal and industrial sectors, the steel industry, and the
production of animal feed and biomass pellets. The company has a staff of
approximately 17,000 employees worldwide. ANDRITZ increased its sales by 17%
p.a. on average during the past decade and raised its profitability at the same
time.
Important information: This announcement does not constitute an offer to
purchase nor an invitation to make an offer to sell shares of Schuler AG. The
final terms and conditions of the takeover offer as well as further provisions
regarding the takeover offer will be disclosed in the offer document after
permission is given to publish the offer document by the German Federal
Financial Supervisory Authority. Investors and shareholders of Schuler AG are
strongly recommended to read the offer document and all documents in connection
with the takeover offer as soon as they are published as they contain important
information.
- End -
For further information, please contact:
Oliver Pokorny
Group Treasury, Corporate Communications & Investor Relations
Phone: +43 (316) 6902 1332
oliver.pokorny@andritz.comwww.andritz.com
The ANDRITZ GROUP
International technology Group ANDRITZ is a globally leading supplier of plants,
equipment, and services for hydropower stations, the pulp and paper industry,
solid/liquid separation in the municipal and industrial sectors, the steel
industry, and the production of animal feed and biomass pellets. In addition,
ANDRITZ offers technologies for certain other sectors including automation,
pumps, machinery for nonwovens and plastic films, steam boiler plants, biomass
boilers and gasification plants for energy generation, flue gas cleaning plants,
plants for the production of panelboard (MDF), thermal sludge utilization, and
torrefaction plants. The publicly listed ANDRITZ GROUP is headquartered in Graz,
Austria, and has a staff of more than 17,000 employees worldwide. ANDRITZ
operates over 180 production sites as well as service and sales companies all
around the world.
Further inquiry note:
Dr. Michael Buchbauer
Head of Investor Relations
Tel.: +43 316 6902 2979
Fax: +43 316 6902 465
mailto:michael.buchbauer@andritz.com
end of announcement euro adhoc
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issuer: Andritz AG
Stattegger Straße 18
A-8045 Graz
phone: +43 (0)316 6902-0
FAX: +43 (0)316 6902-415
mail: welcome@andritz.com
WWW: www.andritz.com
sector: Machine Manufacturing
ISIN: AT0000730007
indexes: WBI, ATX Prime, ATX, ATX five
stockmarkets: official market: Wien
language: English