Ad hoc - Announcement according to § 15 WpHG
GILDEMEISTER and Mori Seiki deepen their cooperation –
Increase of Mori Seiki’s stake through two capital increases and increase
of GILDEMEISTER’s stake in Mori Seiki
Bielefeld, March 20, 2013 – GILDEMEISTER Aktiengesellschaft, Bielefeld (ISIN DE0005878003) plans to further deepen its long-standing cooperation with Mori Seiki Co., Ltd., Nagoya (Japan), which began in 2009. A corresponding cooperation agreement was signed by both companies today. According to this agreement, Mori Seiki’s stake in GILDEMEISTER is to be increased in the near term to 24.9% of the voting shares (calculated on the basis of the ordinary share capital not counting the 1,805,048 own shares held by GILDEMEISTER and equal to a stake of 24.33% in the total share capital). GILDEMEISTER, in turn, has a right to increase its participation in Mori Seiki to 10.1%.
The increase of Mori Seiki's stake in GILDEMEISTER is expected to take place through a combination of capital increases for cash and contributions in kind. In the first step, Mori Seiki is to contribute shares in companies in the important markets of Japan and the United States to GILDEMEISTER and in exchange is to receive a total of up to 3,247,162 new shares in GILDEMEISTER (up to approx. 5.40% of the existing share capital) through a capital increase for contributions in kind. Through this capital increase, Mori Seiki will increase its stake in GILDEMEISTER up to a shareholding equal to up to 24.9% of the then-existing voting shares (equal to a stake of up to 24.19% in the then-existing total share capital). In the second step, all shareholders will have the opportunity to participate in a capital increase for cash with subscription rights in order to continue to share in the development of GILDEMEISTER. Mori Seiki plans to exercise all of its subscription rights in the capital increase for cash and to acquire, if necessary, additional shares in a limited amount in order to maintain its stake of 24.9% in the voting shares (which will represent 24.33% of the then-existing total share capital). The total amount of both capital increases will not exceed 30% of the current share capital.
The Cooperation Agreement further provides for the establishment of a Joint Committee with equal representation to consult on the expansion of the companies’ cooperation. In addition, a mutual corporate name change to "DMG MORI SEIKI AKTIENGESELLSCHAFT" and "DMG MORI SEIKI Co., Ltd." is planned. GILDEMEISTER plans to request shareholder approval of this name change at its next ordinary general meeting in 2013.
Both companies agree that the planned steps are important milestones in the longterm corporate strategies of the companies to further integrate their operations. The planned deepening of their cooperation, including the measures described above, are subject to approval by the responsible competition authorities due to the resulting acquisition of control as defined in competition law.
Financial advisor of the overall transaction is Berenberg Bank.
The Executive Board
Not for release, publication or distribution in the United States, Canada, Japan or Australia
This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities. Neither this document nor the information contained herein is for distribution in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia) (the "United States") and must not be distributed to U. S. persons (as defined in Regulation S under the U. S. Securities Act of 1933, as amended (the "Securities Act")) or to publications with a general circulation in the United States. This document does not constitute an offer or invitation to purchase any securities in the United States. The securities of GILDEMEISTER Aktiengesellschaft have not been and will not be registered under the Securities Act and may not be offered, sold or delivered in the United States or to U. S. persons absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.