On 26 April 2007, voestalpine AG published a voluntary public takeover offer to the shareholders of BOEHLER-UDDEHOLM AG. As announced in a press release on 18 May 2007 and publication on 19 May 2007, this takeover offer was improved and the acceptance period extended. The (extended) term of acceptance for the takeover offer expired on 4 June, 2007 at 5:30 p.m. Vienna time.
During the acceptance period, the takeover offer was accepted in respect of 17,172,034 BOEHLER-UDDEHOLM shares, corresponding to approximately 33.7 % of the equity capital of BOEHLER-UDDEHOLM AG. Including shares acquired through parallel purchases up to and including 18 June 2007 as well as the shares acquired indirectly from BU Industrieholding GmbH, voestalpine AG has consequently acquired 28,902,762 BOEHLER-UDDEHOLM shares, representing approximately 56.6% of the aggregate share capital. The statutory minimum acceptance requirement (§ 25a para 2 Austrian Takeover Act) is thus fulfilled.
voestalpine announces that on 19 June 2007 the condition precedent of merger control approval of the contemplated purchase of the BOEHLER UDDEHOLM shares by the European Union was fulfilled. The contemplated purchase has also been cleared by the competent authorities in South Africa and the USA. Furthermore voestalpine AG on 19 June 2007 waived the fulfilment of any other conditions precedent (Point 2.3.1. (ii) takeover offer). The takeover offer, as well as the acquisition of shares of BU Industrieholding GmbH, are therefore binding. Holders of BOEHLER-UDDEHOLM shares that have accepted the takeover offer during the acceptance period will receive the purchase price on 22 June 2007 in return for the transfer of the BOEHLER-UDDEHOLM shares.
Moreover, pursuant to § 15 Austrian Takeover Act voestalpine AG has notified the following modification to the takeover offer to the Austrian Takeover Commission: Holders of BOEHLER-UDDEHOLM shares who accept the takeover offer during the statutory sell-out period until 5.7.2007 5.30 p.m. Vienna time at the latest will receive the purchase price (EUR 73.00) within three Austrian banking days from 5.7.2007 in return for the transfer of the respective BOEHLER-UDDEHOLM shares (“Interim Settlement”).
All BOEHLER-UDDEHOLM AG shareholders that have not accepted the takeover offer until 5.7.2007 may accept the takeover offer until the expiration of the sell-out period (§ 19 para 3 Austrian Takeover Act) up to and including 6 September 2007 5:30 p.m. Vienna time and will receive the purchase price at the latest 10 Austrian banking days following the end of this sell out period.
The publication of the revised takeover offer will take place on 20 June 2007.
voestalpine AG categorically rules out any further increase in the offer price (§ 15 Austrian Takeover Act).
This communication does not constitute a public offer for the acquisition of shares in or other securities issued by BOEHLER-UDDEHOLM AG. The public offer has been made only and solely through publication of the takeover offer on 26 April 2007. Its acceptance can occur only in accordance with the terms of the takeover offer as amended. The takeover offer has been available since 26 April 2007, the 1st revision of the takeover offer from its publication on 19 May 2007 and the 2nd revision since 20 June onwards, both in the exclusively binding German version and in a non-binding English translation among others, on voestalpine AG’s website www.voestalpine.com.
Further details as to the publication is available on www.voestalpine.com or please contact the Investor Relations Team of voestalpine AG under +43/50304/15-9949 for any further details.