Events of Significance
Participation in Klöckner-Werke AG raised to 86 %
Upon fulfillment of the mandatory requirements, particularly approval of the takeover by the EU Commission, Salzgitter AG took over another 77.83 % of the shares of Klöckner-Werke AG on 5 July 2007. For the purpose of acquiring the remaining shares in free float, a voluntary public offer to buy the shares for € 15 per share in cash was submitted on April 30, 2007, to the shareholders of Klöckner-Werke AG. The regular deadline for acceptance expired on July 9, 2007, and a second deadline for acceptance pursuant to Section 16 para. 2 sentence 1 of the German Securities Acquisition and Takeover Act (WpÜG) ended on July 30, 2007.
All in all, a takeover offer for 1,179,655 shares of Klöckner-Werke AG was accepted. This corresponds to a share of around 2.57 % in the share capital and in the voting rights of Klöckner-Werke AG. Together with shares purchased prior to this point, the Salzgitter Group now holds 39,201,278 shares in Klöckner-Werke AG, which is the equivalent of 85.57 % of the share capital and the voting rights.
Salzgitter AG is pleased to have the opportunity of actively supporting the strategic and operational realignment of the Klöckner Werke Group as its financially strong industrial majority shareholder. From the third quarter 2007 onwards, the companies of the Klöckner-Werke Group will be included in the financial statements of Salzgitter AG. Klöckner-Werke AG will form the nucleus of the new Technology Division, alongside the Group’s already existing divisions of Steel, Tubes, Trading and Services.
Klöckner-Werke AG is an industrial holding with worldwide operating subsidiaries. The company’s activities are concentrated in Dortmund-based KHS AG, which ranks among the global leaders of industrial filling and packaging systems for beverages. Other activities are located in plastics machinery engineering, as well as in food processing technology. Klöckner-Werke Group has a workforce of more than 5,500 employees worldwide. In the financial year 2006 the company generated sales of € 872.5 million.
Acquisition of RSE Grundbesitz und Beteiligungs-AG
On July 5, 2007, ownership of 70.68 % of the share capital of RSE Grundbesitz und Beteiligungs-AG (RSE) acquired under the share purchase agreement of April 17, 2007, was transferred to Salzgitter Mannesmann GmbH. RSE AG is a real estate stock corporation which holds participations in commercial real estate in Germany.
Together with shares purchased prior to this point, the Salzgitter Group now holds 72.93 % of the shares in RSE. In addition, 26.63 % of RSE shares are held by Klöckner-Werke AG. As communicated to the Management Board of RSE in a letter dated April 17, 2007, Salzgitter AG intends, pursuant to Section 327a para. 1 of the German Stock Corporation Act (AktG), to have the Annual General Meeting of Shareholders of RSE resolve the transfer of the shares of the remaining shareholders to Salzgitter Mannesmann GmbH in the near future.
Takeover of Vallourec Précision Etirage, France, successfully concluded
Salzgitter AG and Vallourec SA, Paris, have signed the final agreements on the takeover of Vallourec Précision Etirage (VPE), France. All the pre-conditions having been fulfilled, especially approval by the EU antitrust authority, the transfer of the shares of the business took place on July 2, 2007. As from this date, the company will be included in the group financial statements of Salzgitter AG. In order to obtain extensive independence in the supply of all precision tubes plant in the Group with input material, part of the transaction also includes the takeover of a hot-rolled tubes mill in Zeithain (Saxony).
The precision tubes business of VPE, with five plants in France, ideally supplements the current activities of the Salzgitter Group in this tubes segment which consist of the four plants of MHP Mannesmann Präzisrohr (MHP) in Germany and Robur (ROB) in the Netherlands. The combination of the companies will be carried out under the name of Salzgitter Mannesmann Precision GmbH, the European market leader for seamless and welded precision tubes with annual sales of around € 500 million and a workforce of 2,700 employees. The new group of companies enjoys an outstanding market position, especially in Germany and France, and is set to significantly strengthen its future potential by leveraging existing industrial and product-related synergies.
In addition, Salzgitter AG is currently extensively investigating further acquisition possibilities in Germany and abroad.
Dr. Lothar Hagebölling, Braunschweig, State Secretary and Head of the State Chancellery of Lower Saxony, and Mr. Hasan Cakir, Salzgitter, Chairman of the Works Council of Salzgitter Flachstahl GmbH, were elected members of the Supervisory Board by the Annual General Meeting of Shareholders of Salzgitter AG held on May 23, 2007, until expiry of the current term of office.
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