Ad hoc-Mitteilung nach § 15 WpHG


(ISIN: DE005878003)

DMG MORI SEIKI AKTIENGESELLSCHAFT and DMG MORI SEIKI CO., LTD. agree on change of the offer conditions in public tender offer

Reduction of minimum participation threshold from 50% (plus one share) to 40% and increase of the offer price to € 30.55

New participation threshold already exceeded

Bielefeld, 9 March 2015 – In the public tender offer DMG MORI SEIKI AKTIENGESELLSCHAFT, Bielefeld (ISIN DE0005878003), its long-term cooperation partner DMG MORI SEIKI CO., LTD., Nagoya (Japan), and the latter’s subsidiary DMG MORI GmbH, Stuttgart, as bidder agreed today to reduce the offer condition of achieving a minimum participation from 50% (plus one share) to 40%. In return, DMG MORI SEIKI CO., LTD. and the bidder agreed that all shareholders accepting the offer will receive an additional amount of € 0.55 per share. This amount is equivalent to the dividend to be proposed for adoption at the annual general meeting on 8 May 2015. The offer price that is offered as part of the tender offer has thus been increased from the most recent price of € 30.00 to € 30.55, which is equivalent to a premium of 43.0% on the volume-weighted average stock price (three months before publication of the offer) or of 21.4% on the most recent stock exchange price before publication of the offer. As a result of these changes, the tender period is extended until 25 March 2015. In the opinion of the Executive Board and the Supervisory Board the agreed changes will ensure the success of the offer in order to achieve the objectives pursued with the offer by both sides.

DMG MORI SEIKI AKTIENGESELLSCHAFT has also been informed this afternoon, that DMG MORI SEIKI CO., LTD. has acquired in over-the-counter trades shares in the Company in an amount which will lead to an exceeding of the new participation threshold.

The Executive Board

Disclaimer, Forward-looking statement

Disclaimer, Forward-looking statement

Statements relating to the future: 

This press release contains statements relating to the future, which are based on current estimates by 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, which could lead to the actual future circumstances including the assets, liabilities, financial position and profit or loss of DMG MORI AKTIENGESELLSCHAFT differing materially from or being more negative than that those expressly or implicitly assumed or described in these statements. The business activities of DMG MORI AKTIENGESELLSCHAFT are subject to a series of risks and uncertainties, which may result in forward-looking statements estimates or forecasts becoming 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 stated, expected, anticipated, intended, planned, aimed at, estimated or projected in these statements. Forward-looking statements must not be understood as a guarantee or assurance of 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 Nagoya, Japan. This release refers exclusively to DMG MORI AKTIENGESELLSCHAFT. If reference is made in this release to the “DMG MORI group”, this refers exclusively to the DMG MORI AKTIENGESELLSCHAFT and its group companies.