Ad-hoc announcement from Tognum AG

Friedrichshafen, September 14, 2012. Tognum AG, together with Engine Holding GmbH, a joint venture company of Daimler AG and Rolls-Royce Holdings plc., has commissioned an expert’s opinion on the value of Tognum AG including its subsidiary companies.

The report has been prepared by Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft on the basis of the envisaged domination and profit and loss transfer agreement to be concluded between Engine Holding GmbH and Tognum AG. It has arrived at an enterprise value for Tognum AG of €3,344.6 million, which is equivalent to €25.46 per share. Based on the value calculated for the company, the annual compensation in accordance with Section 304 of the German Stock Corporation Act (AktG) would amount to a gross value of €1.85 (net value of €1.61 after corporate income tax and solidarity surcharge) per share for each full financial year.

On 19 June 2012, Tognum AG had announced Engine Holding GmbH’s intention to conclude a domination and profit and loss transfer agreement with Tognum AG. The average price of the Tognum share determined by the German Financial Supervisory Authority (BaFin) in the relevant three-month period prior to this announcement amounts to €26.46 per share. As this exceeds the enterprise value that had been calculated at €25.46 per share, this value is now to be applied when determining the settlement to be offered by Engine Holding GmbH to the minority shareholders to acquire their shares in accordance with Section 305 of the German Stock Corporation Act.   

The extraordinary Annual General Meeting of Tognum AG required to approve the domination and profit and loss transfer agreement is scheduled for 15 November 2012.