TKH Announces Results of Tender Offer for Outstanding Shares of Augusta Technologie Aktiengesellschaft

NETTETAL, Germany, July 16, 2012 /PRNewswire-USNewswire/ -- On 11 May 2012, TKH Technologie Deutschland AG, 41334 Nettetal, Germany ("Offeror"), a wholly-owned subsidiary of TKH Group NV ("TKH"), published the offer document ("Offer Document") for its voluntary public takeover offer to the shareholders of Augusta Technologie Aktiengesellschaft, 81829 Munich, Germany, ("Augusta AG") for the purchase of their bearer shares with no par value (ISIN DE000A0D6612) of Augusta AG (the "Augusta Shares") for cash consideration of EUR 23.00 per share (the "Offer"). On 6 June 2012 the Offeror reduced the minimum acceptance level and waived one offer condition and thereby amended the Offer. Due to the amendment, the acceptance period (which initially was due to expire on 8 June 2012, midnight Central European Summer Time ("CEST")) for the Offer was extended pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Ubernahmegesetz – "WpUG") for two weeks and therefore expired on 22 June 2012, midnight CEST ("Acceptance Period"). On 27 June 2012, the Offeror announced the results of the Offer and that all shareholders of Augusta AG who have not accepted the Offer as of 22 June 2012 may still accept the Offer within two weeks of the announcement (the "Additional Acceptance Period"). Accordingly, the Additional Acceptance Period expired on 11 July 2012, midnight (CEST) ("Reference Date"). Today the Offeror announced the results of the Offer.

Within the Additional Acceptance Period, the Offeror accepted a total of 10,503 Augusta Shares. This corresponds to a share of approximately 0.12% of the share capital and voting rights of Augusta AG and approximately 0.13% of the voting share capital of Augusta AG reduced in accordance with Section 71b of the German Stock Corporation Act (Aktiengesetz – "AktG") (all Augusta Shares less 843,551 treasury shares of Augusta AG).

Therefore, the Offeror accepted a total of 4,198,283 Augusta Shares, including the shares tendered within the Acceptance Period and the Additional Acceptance Period. This corresponds to a share of approximately 48.28% of the share capital and voting rights of Augusta AG and approximately 53.47% of the voting share capital of Augusta AG reduced in accordance with Section 71b AktG (all Augusta Shares less 843,551 treasury shares of Augusta AG).

The total number of Augusta Shares accepted within the Additional Acceptance Period at the Reference Date, together with the Augusta Shares held by the Offeror at the Reference Date and the (financial) instruments which entitle the holder to purchase issued Augusta Shares or facilitate the purchase of issued Augusta Shares, amounts to 4,690,092 Augusta Shares. This corresponds to a share of approximately 53.94% of the share capital and voting rights of Augusta AG and approximately 59.73% of the voting share capital of Augusta AG reduced in accordance with Section 71b AktG (all Augusta Shares less 843,551 treasury shares of Augusta AG). Augusta AG is regarded as an affiliate of the Offeror, resulting in an attribution of the voting rights of the 843,551 treasury shares of Augusta AG to the Offeror pursuant to the WpUG. By attributing the voting rights of the 843,551 treasury shares of Augusta AG, the total amount of Augusta Shares accepted within the Additional Acceptance Period at the Reference Date, together with the Augusta Shares held by the Offeror at the Reference Date and the (financial) instruments which entitle the holder to purchase issued Augusta Shares or facilitate the purchase of issued Augusta Shares, amounts to 5,533,643 Augusta Shares. This corresponds to a share of approximately 63.64% of the share capital and the voting rights of Augusta AG.

It is anticipated that the settlement of Augusta Shares accepted within the Additional Acceptance Period will be 19 July 2012, pursuant to Section 13.7 of the Offer Document, as amended.

The Offer has been made pursuant to the Offer Document, as amended, along with related documents, which are available free of charge in German and in a non-binding English translation at TKH's website, www.tkhgroup.com.

Augusta shareholders in the United States are advised that the Offer has been made with respect to the securities of a German company solely listed in Germany and are urged to read the Offer Document, as amended, including important additional information for U.S. Shareholders, in particular the section entitled "Important Information for U.S. Shareholders". 

Investors and media, for further information please contact:

Additional Information and Where to Find It

This press release is not an offer to purchase or a solicitation of an offer to sell any securities.  Any solicitation or offer will only be made through the Offer Document, as amended, approved by the German Federal Financial Supervisory Authority (Bundesanstalt fur Finanzdienstleistungsaufsicht, BaFin).  The Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction. Augusta AG shareholders and other interested parties are urged to read the Offer Document, as amended, and any related documents because they contain important information.  Augusta AG shareholders will be able to obtain such documents free of charge in German and in a non-binding English translation at TKH's website, www.tkhgroup.com.  Copies of the Offer Document, as amended, and the non-binding English translation will be available free of charge for Augusta AG shareholders at Commerzbank Aktiengesellschaft, ZCM-ECM Execution, Mainzer Landstrasse 153, 60327 Frankfurt am Main, Germany (orders by fax: +49 69 136-44598).

Forward-Looking Statements

This press release may include statements which relate to anticipated future events (forward-looking statements) rather than actual present conditions or historical events. These statements generally include words such as "believes", "expects", "intends", "anticipates", "estimates", and similar expressions.  Forward-looking statements, by their nature, are subject to a variety of inherent risks and uncertainties that could cause actual results to differ materially from the results projected.  Many of these risks and uncertainties cannot be controlled by the Offeror or TKH.

Any forward-looking statements made in this press release are made by the Offeror or TKH as of the date of this press release.  Further, the Offeror and TKH do not have any obligation to update or revise any forward-looking statement contained in this press release, even if the Offeror's or TKH's expectations or any related events, conditions or circumstances change.

SOURCE TKH Technologie Deutschland AG