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Tognum Says “Sure,” But “Not At That Price”

Posted on April 15, 2011

Tognum AG said the intended takeover of the company by Engine Holding GmbH – the combined team of Rolls-Royce and Daimler, is okay, but the price is too low. The Board of Management and Supervisory Board of Tognum AG submitted a joint statement in accordance with Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) on the voluntary public takeover offer published on April 6 by Engine Holding GmbH.

Tognum’s statement said, in part, “The Board of Management and Supervisory Board welcome the tender offer from Daimler AG and Rolls-Royce Group plc. from a business perspective. A successful takeover offer would further strengthen the company’s global technology leadership in propulsion systems and distributed energy systems.

“The two Boards also welcome that core points of the cornerstone agreement of March 9, 2011 are reaffirmed by the tender offer of April 6, 2011. This applies in particular to the declared intention not to carry out any reduction in the core workforce at Friedrichshafen or other operating locations of Tognum AG and to retain Friedrichshafen as the headquarters and main research and development location.

“After in-depth examination of the tender offer and appraisal of all relevant circumstances, however, the Board of Management and Supervisory Board are of the opinion that the offer price of US$34.6 (€24.00) per Tognum AG share is not appropriate. The independent fairness opinions commissioned by the Board of Management and the Supervisory Board from Deutsche Bank and Lazard & Co. GmbH likewise come to the conclusion that the offer price is not appropriate. The Board of Management and Supervisory Board therefore cannot recommend that shareholders accept the tender offer of EUR 24 per share.”

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