Announcement of the pending merger of MITIS Grundstücks-Vermietungsgesellschaft mbH (Bielefeld) as the transferring company with DMG MORI AKTIENGESELLSCHAFT (Bielefeld) as the acquiring company
DMG MORI AKTIENGESELLSCHAFT
Bielefeld
(ISIN DE0005878003)
Notice of pending merger
It is intended to merge MITIS Grundstücks-Vermietungsgesellschaft mbH with its registered office in Bielefeld as the transferring company with DMG MORI AKTIENGESELLSCHAFT with its registered office in Bielefeld as the acquiring company in accordance with the provisions of the German Transformation Act.
Since more than 9/10 of the share capital of MITIS Grundstücks-Vermietungsgesellschaft mbH is in the hands of the acquiring DMG MORI AKTIENGESELLSCHAFT, a merger resolution of the acquiring company is not required (§ 62 Section 1 Sentence 1 German Transformation Act).
We draw the attention of our shareholders to their right pursuant to § 62 Section 2 German Transformation Act. According to this, § 62 Section 1 German Transformation Act does not apply if shareholders of the acquiring company whose shares together amount to one-twentieth of the share capital of this company request the convening of a General Meeting at which a resolution is passed on the approval of the merger. The Articles of Association of the Company do not link the right to demand the convening of the General Meeting to the holding of a lower proportion of the share capital (cf. § 62 Section 2 Sentence 2 German Transformation Act).
DMG MORI AKTIENGESELLSCHAFT
The Executive Board
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Disclaimer, Forward-looking statements
Company Profile // DMG MORI AG
DMG MORI is a worldwide leading manufacturer of high-precision machine tools and sustainable technologies that are at the center of global value chains. At DMG MORI AKTIENGESELLSCHAFT around 6,800 employees generate sales revenues of over € 2.3 billion. Together with the mother company DMG MORI COMPANY LIMITED, sales revenues amount to around € 3.4 billion. In the "Global One Company", more than 12,000 employees are in direct contact with over 100,000 customers from 57 sectors. DMG MORI is present in 88 countries worldwide with 16 production plants, 113 sales and service locations.
The strategic fit of automation, digitization and sustainability is a perfect match with our vision-mission statement: We empower our customers in manufacturing and digitization! We want to be the most attractive global machine tool manufacturer with digitized and sustainable products!
Integrated automation and end-to-end digitization solutions extend our core business with turning and milling machines, Ultrasonic, Lasertec and Additive Manufacturing. We bundle our entire manufacturing know-how of more than 152 years into technology excellence for the focus sectors Aerospace, Automotive, Die & Mold as well as Medical and Semiconductor. Our customer-oriented services cover the entire life cycle of a machine tool – including training, repair, maintenance and spare parts service.
DMG MORI is one of the most sustainable industrial companies worldwide. Our innovative solutions make a decisive contribution to the benefit of humans and the environment. The combination of machines, technologies, users, automation and digitization enables a high degree of process integration for resource-saving and efficient production. True to our motto: dynamic . Excellence.
Forward-looking statements //
This (press) release contains forward-looking statements, which are based on current estimates of the management regarding future developments. Such statements are based on management's current expectations and certain assumptions. They are subject to risks, uncertainties and other factors, as well as to the effects of the war in Ukraine or the corona pandemic, that could cause the actual circumstances, including the results of operations, financial position and net worth of DMG MORI AKTIENGESELLSCHAFT, to differ materially from or be more negative than those expressly or implicitly assumed or described in these statements. The business activities of DMG MORI AKTIENGESELLSCHAFT are subject to a range of risks and uncertainties, which may likewise render a forward-looking statement, estimate, or forecast inaccurate.
Should one of these factors of uncertainty or other unforeseeable event occur, or should the assumptions on which these statements are based prove incorrect, the actual results may differ materially from the results expressed, expected, anticipated, intended, planned, aimed at, estimated, projected or implied in these statements. Forward-looking statements must not be understood as a guarantee or assurance of the future developments or events contained therein.
There are two companies using the name “DMG MORI”: DMG MORI AKTIENGESELLSCHAFT with registered office in Bielefeld, Germany, and DMG MORI COMPANY LIMITED with registered office in Tokyo, Japan. DMG MORI AKTIENGESELLSCHAFT is an affiliated company of DMG MORI COMPANY LIMITED. This release refers exclusively to DMG MORI AKTIENGESELLSCHAFT. If reference is made in this release to “DMG MORI“, this refers exclusively to DMG MORI AKTIENGESELLSCHAFT and its controlled companies within the meaning of Section 17 of the German Stock Corporation Act (Aktiengesetz – AktG). If reference is made to "Global One Company", this refers to the joint activities of DMG MORI COMPANY LIMITED and DMG MORI AKTIENGESELLSCHAFT including all subsidiary companies.