Ad hoc announcement according to article 17 MAR
DMG MORI AKTIENGESELLSCHAFT
Amount of compensation and settlement to the
domination and profit transfer agreement with DMG MORI GmbH
Bielefeld // DMG MORI AKTIENGESELLSCHAFT has learned today that the third party expert
Wolf Achim Tönnes, who was appointed by the Regional Court of Dortmund in the course of the ongoing appraisal proceedings, has submitted his expert opinion. This confirms the adequacy of the cash compensation of € 37.35 per share, which was determined in the course of the domination and profit transfer agreement concluded between DMG MORI GmbH and DMG MORI AKTIENGESELLSCHAFT in 2016.
However, the compensation payment – determined on the basis of the expert opinion of the auditing company PKF and the audit report of the court-appointed contract auditor Ebner Stolz – should have been set higher according to the court expert. The third-party expert considers an amount of € 1.44 gross per share (net after deduction of corporation tax and solidarity surcharge: € 1.25) to be adequate instead of the compensation of € 1.17 gross per share (net after deduction of corporation tax and solidarity surcharge: € 1.03) set out in the domination and profit transfer agreement. DMG MORI AKTIENGESELLSCHAFT is not a party to the judicial appraisal proceedings.
DMG MORI GmbH, which is the defendant in the appraisal proceedings, has informed DMG MORI AKTIENGESELLSCHAFT that it remains convinced of the adequacy of the compensation payment determined in the domination and profit transfer agreement. It will submit a corresponding statement to the court. It remains to be seen what the final outcome of the Dortmund Regional Court will be.
DMG MORI AKTIENGESELLSCHAFT
The Executive Board
Disclaimer, Forward-looking statement
Company Profile // DMG MORI
DMG MORI AKTIENGESELLSCHAFT is a worldwide leading manufacturer of machine tools with sales revenues of more than € 1.8 billion and around 6,700 employees. Together with DMG MORI COMPANY LIMITED, our sales revenues are around € 2.7 billion. Around 12,000 employees work for the “Global One Company”. With 138 sales and service locations – including 15 production plants – we are present worldwide and deliver to more than 100,000 customers from 54 industries in 86 countries.
Our integrated automation and end-to-end digitization solutions enrich the company's core business with turning and milling machines, Advanced Technologies (Ultrasonic, Lasertec) and Additive Manufacturing. Our modular products allow quick, easy and scalable access to digital manufacturing and integrated digitization along the entire process chain – from planning and preparatory work to production and monitoring to service. Our mission: Empower our customers in manufacturing and digitization.
Our technology excellence is bundled within the main sectors of Aerospace and Automotive as well as Semiconductor, Medical, Die & Mold. The partner program DMG MORI Qualified Products (DMQP) allows us to offer perfectly matched peripheral products from a single source. Our customer-focused services covering the entire life cycle of a machine tool include training, repair, maintenance and spare parts service. The online customer portal "my DMG MORI" digitizes all service processes.
Already since May 2020 DMG MORI AKTIENGESELLSCHAFT has an equalized CO2 balance (Company Carbon Footprint). All machines delivered since January 2021 are produced worldwide – along the entire value chain – completely CO2-neutral (Product Carbon Footprint).
Forward-looking statements //
This release contains forward-looking statements, which are based on current estimates of the management regarding future developments. Such statements are based on the management's current expectations and specific assumptions. They are subject to risks, uncertainties and other factors, as well as to the effects of the corona crisis, 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 Nara, Japan. DMG MORI AKTIENGESELLSCHAFT is (indirectly) controlled by 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.