Ad hoc announcement according to § 15 WpHG
DMG MORI AKTIENGESELLSCHAFT
Expected amount of compensation and settlement in the
planned domination and profit transfer agreement
Bielefeld, 27 May 2016. As announced on 6 April 2016, DMG MORI CO., LTD. intends to conclude a domination and profit transfer agreement pursuant to sections 291 ff. of the German Stock Corporation Act (AktG) between DMG MORI GmbH – a subsidiary of DMG MORI CO., LTD. – as the controlling company and DMG MORI AKTIENGESELLSCHAFT as the controlled company.
The auditing company jointly appointed by DMG MORI GmbH and DMG MORI AKTIENGESELLSCHAFT to carry out the independent evaluation, PKF Fasselt Schlage Partnerschaft mbH, has submitted the findings of its company valuation in accordance with IDW S1, the valuation standard of the German Institute of Auditors (IDW). Accordingly, for the compensation in accordance with section 304 AktG (“Guaranteed Dividend”), PKF has determined €1.17 gross (€1.03 net following deduction of corporation tax and the solidarity surcharge) per share of DMG MORI AKTIENGESELLSCHAFT for each full financial year and, for the settlement in accordance with section 305 AktG, has determined €25.14 per share of DMG MORI AKTIENGESELLSCHAFT.
The court-appointed contract auditor, Ebner Stolz GmbH & Co. KG, has confirmed the adequacy of the compensation determined by PFK pursuant to section 304 AktG and the settlement pursuant to section 305 AktG
The German Financial Supervisory Authority (BaFin) has determined the average price per share of DMG MORI AKTIENGESELLSCHAFT as being €37.35 in the relevant three-month period prior to the announcement on 6 April 2016 of the planned conclusion of a domination and profit transfer agreement. As this average share price is higher than the amount determined by PKF, the settlement is expected to be €37.35.
The Executive Board of DMG MORI AKTIENGESELLSCHAFT passed a resolution at its meeting today with the intention of agreeing to the conclusion of the domination and profit transfer agreement on the basis of the expected amount of compensation and settlement.
The Committee for Capital Market Issues set up by the Supervisory Board discussed the expected amount of compensation and settlement at its meeting today and considered these to be appropriate. It thus decided to recommend to the Supervisory Board to agree to the conclusion of the domination and profit transfer agreement at the meeting planned for 2 June 2016 on the basis of the terms and conditions stated above. Before the agreement can enter into force, it requires the consent of DMG MORI GmbH and the consent of the Annual General Meeting of Shareholders, now planned for 15 July 2016, as well as registration in the commercial register of DMG MORI AKTIENGESELLSCHAFT.
DMG MORI AKTIENGESELLSCHAFT
The Executive Board
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.