Rolls-Royce announce intent to launch PTO for T...

9 March 2011

          ROLLS-ROYCE AND DAIMLER ANNOUNCE JOINT VENTURE COMPANY AND           
             INTENT TO LAUNCH A PUBLIC TENDER OFFER FOR TOGNUM AG              

  * Combination aims to create a leading global player in the industrial
    engines market
   
  * The joint venture strengthens Tognum's position and establishes a broader
    range of products, systems and services as well as global sales network
   
  * Rolls-Royce contributes Bergen gas and diesel medium-speed engine business 
    - further enhancing the growth prospects of Bergen
   
  * Addressing a global market worth more than €30 billion a year with above
    average growth
   
  * Strengthens access to emerging economies
   
  * Safeguarding jobs and creating new opportunities through shared
    capabilities and long term investment
   
  * Attractive offer price of €24 per share for Tognum shareholders. Premium of
    around 30 per cent above the XETRA closing price of Tognum shares on 
    Friday March, 4th 2011, the last undisturbed trading day before the transaction
    was rumoured in the markets
   
  * Daimler's 28.4 per cent stake in Tognum to be tendered to the offer
   
(Stuttgart/London) - Daimler AG, the global automotive company and 
Rolls-Royce Group plc, the global power systems company, announced today that 
they intend to launch a public tender offer for 100 per cent of the share capital 
of Tognum AG. The public tender offer is intended to be carried out by a 
50:50 joint venture company.

Listed on the Frankfurt Stock Exchange, Tognum AG is a premium supplier of
engines, propulsion systems and components for Marine, Energy, Defence, and
other industrial applications (often described as "off-highway" applications).
Daimler has strong capabilities in engine technology and manufacturing
expertise, and exceptional access to global markets. Rolls-Royce has
complementary world leading capability in integrated power systems and
services, and a well established market presence in the Marine, Energy and
Defence sectors.

The proposed joint venture, comprising of Tognum and Bergen, the gas and 
diesel medium-speed engine business from Rolls-Royce, will offer significant
advantages to Daimler, Rolls-Royce and Tognum. The markets in which the 
joint venture will operate are attractive and fast growing, especially in the
developing economies. By combining the strengths and market access of these
three world-class companies the joint venture will be able to offer a
compelling portfolio of products, services and integrated solutions on a global
basis, thus enabling the joint venture to become a world leading engine systems
company and creating additional value for shareholders. The partners intend to
maintain the current manufacturing sites and are confident that the growth
strategy will secure jobs and lead to further opportunities. This may include
investment in new state of the art plant and facilities to enable growth and
deliver productivity improvements.

Dr. Dieter Zetsche, Chairman of the Board of Management of Daimler AG, said:
"Tognum is an excellent company, and the combination with Daimler and
Rolls-Royce creates a win situation for all parties. The planned combination
will provide a strong platform to realise the huge market potential. It is an
exciting proposition for Daimler to partner with Rolls-Royce to further invest
in the Tognum business to create growth for the company and create additional
value for our shareholders as well as for the customers and employees of
Tognum."

Sir John Rose, Chief Executive, Rolls-Royce Group plc, said: "This is a
significant opportunity to harness the innovation, technology and engineering
expertise of Rolls-Royce, Daimler and Tognum. The complementary capabilities we
are bringing together will provide us with a world leading proposition, and
will enable us to expand the business by developing a broader portfolio of
integrated power systems and services for existing and new customers."

Daimler and Rolls-Royce will offer Tognum shareholders €24 per share in cash
representing a total consideration of approximately €3.2 billion. This
represents a premium of 30 per cent above the XETRA closing price of Tognum
shares on Friday March, 4th 2011, the last undisturbed trading day before the
transaction was rumoured in the markets, and a premium of around 22 per cent
above the weighted average price of Tognum shares over the three months before
the announcement of the transaction. Daimler holds a 28.4 per cent stake in
Tognum which will be tendered into the takeover offer at the offer price.

The joint venture allows Daimler to further enhance its shareholding in Tognum.
With its engineering and technology competence, Daimler will be a partner in
research and development to develop modern and highly efficient engine systems
and make a significant contribution to the efforts to meet ever more stringent
emission standards. In addition, Tognum will also benefit from leveraging
Daimler's strong global network. Daimler will secure its business relationship
with Tognum as an engine supplier and will also continue to add to the Tognum
product range with its diesel engines, thus further bolstering its business
relationship with Tognum.

Rolls-Royce will contribute its medium speed reciprocating engine business
which trades under the Bergen brand name to operate within the new 
joint venture company. Bergen engines have an outstanding track record for quality
and reliability. The portfolio includes diesel and gas powered reciprocating
engines which address the marine propulsion and auxiliary power markets.
Rolls-Royce also brings a proven capability to deliver complex integrated
systems and solutions in these growing markets where customers increasingly
require a total solution approach.

The benefits of complementary technologies, a common commitment to innovation,
increased focus on systems solutions and through life customer support and
broader market access will create considerable growth opportunities.
Productivity will be enhanced by the benefits of scale, combining operational
capabilities within the venture and delivering improved solutions to the
benefit of both customers and shareholders. As such, the combined portfolio
will be well positioned to become one of the world's leading industry players
in the Marine, Distributed Power Generation, Offshore Oil & Gas and Industrial
applications markets.

Further information on the offer:

The offer will be made subject to clearance by appropriate merger control
authorities and achievement of a minimum acceptance threshold of at least 
50 per cent plus 1 share (including the 28.4 per cent stake in Tognum to be
tendered by the Daimler subsidiary) of the currently issued share capital of
Tognum. In addition, the offer will be made on and subject to the terms and
conditions to be set out in the offer document.

The shareholder agreement entered into by Daimler and Rolls-Royce, as is
customary, contains exit provisions allowing either party to exit the 
joint venture under certain circumstances, including in the event of a change of
control or insolvency of the other partner. Depending on the triggering event,
these provisions provide each of the parties the right to exit at cost or fair
market value of the venture, subject to any required regulatory consents or
approvals. In addition, under certain circumstances, Rolls-Royce could be
required to acquire Daimler's stake in the joint venture at cost subject to
certain adjustments.

Notes to editors

About Daimler

Daimler AG is one of the world's most successful automotive companies. With its
divisions Mercedes-Benz Cars, Daimler Trucks, Mercedes-Benz Vans, Daimler Buses
and Daimler Financial Services, the Daimler Group is one of the biggest
producers of premium cars and the world's biggest manufacturer of commercial
vehicles with a global reach. Daimler Financial Services provides its customers
with a full range of automotive financial services including financing,
leasing, insurance and fleet management. As an automotive pioneer, Daimler
continues to shape the future of mobility. Daimler sells its vehicles and
services in nearly all the countries of the world and has production facilities
on five continents. In addition to Mercedes-Benz, the world's most valuable
automotive brand, Daimler's brand portfolio includes smart, Maybach,
Freightliner, Western Star, Fuso, Setra, Orion and Thomas Built Buses. The
company is listed on the stock exchanges of Frankfurt and Stuttgart 
(stock exchange symbol DAI). In the year 2010, the Daimler Group sold
1.9 million vehicles and employed a workforce of more than 260,000 people;
revenue totaled €97.8 billion and EBIT amounted to €7.3 billion.

About Rolls-Royce

Rolls-Royce is a world-leading provider of power systems and services for use
on land, at sea and in the air, and has established a strong position in global
markets - civil aerospace, defence aerospace, marine and energy.

Rolls-Royce has a broad customer base comprising more than 500 airlines, 
4,000 corporate and utility aircraft and helicopter operators, 160 armed forces, 
more than 2,500 marine customers, including 70 navies, and energy customers in
nearly 120 countries, with an installed base of 54,000 gas turbines.

Rolls-Royce is a world leader in marine solutions, providing products, service
and expertise to more than 30,000 vessels in the offshore, merchant, naval
surface and submarine markets. It designs ships and its product range includes
power and propulsion systems featuring diesel engines and gas turbines,
propellers, thrusters and water jets. Rolls-Royce also provides manoeuvring and
stabilising systems and deck machinery.

Annual underlying revenues were over £10.8 billion in 2010, of which more than
half came from the provision of services. The firm and announced order book
stood at £59.2 billion at 31 December 2010, providing visibility of future
levels of activity.

Rolls-Royce employs 39,000 skilled people in offices, manufacturing and service
facilities in over 50 countries. Over 11,000 of these employees are engineers.

About Bergen

Bergen takes its brand name from the town on the west coast of Norway where it
has been manufacturing engines since 1943. Rolls-Royce Bergen diesel engines
are world famous for their durability and reliability and are used extensively
across the maritime and power generator sectors with more than 4,000 in service
today.

The Rolls-Royce medium speed Bergen diesel engine portfolio, K, C, and
B-series, comprise a comprehensive range of established and newly developed
Bergen models for main propulsion and auxiliary power generation, spanning the
power range from 1.5MW - 10MW.

Development and testing of the diesel and gas engines is undertaken at the main
engine manufacturing facility in Bergen. High quality casting and component
manufacture is conducted at the Bergen foundry, which is one of the most modern
facilities of its kind.

The latest Bergen gas engine produces up to 90 per cent less NOx emissions than
traditional diesel engines and will comply with IMO Tier3 requirements that
will come into effect in 2016. This technology is a major step forward in
delivering reliable, clean power - and reducing the environmental impact of our
products.

All Bergen diesel engines comply with the requirements of IMO Tier 2, which
will come into force later in 2011, with no extra external cleaning systems.

Bergen is currently integrated in Rolls-Royce's businesses in various
jurisdictions and shall be more specifically delineated and carved out in the
course of the transaction. It is expected to comprise around 900 people with
annual revenues and expected value to be around €400 million.

About Tognum

With its two business units, Engines and Onsite Energy & Components, the 
Tognum Group is one of the world's leading suppliers of engines and 
propulsion systems for off-highway applications and of distributed energy systems. 
These products are based on diesel engines with up to 9,100 kilowatts (kW) power output, 
gas engines up to 2,150 kW and gas turbines up to 45,000 kW.

The product portfolio of the Engines business unit comprises MTU engines and
propulsion systems for ships, for heavy land, rail and defense vehicles and for
the oil and gas industry. The portfolio of the Onsite Energy & Components
business unit includes distributed energy systems of the brand MTU Onsite Energy 
and fuel-injection systems from L'Orange. The energy systems comprise
diesel engines for emergency standby power, prime power and continuous power,
as well as cogeneration power plants based on gas engines and gas turbines that
generate both power and heat.

Tognum generated audited Profit Before Tax of €147 million for the 12 months
ended 31 December 2009 and had unaudited Gross Assets of €2.6 billion as at 
30 September 2010. It employs more than 8,700 people. Tognum has a global
manufacturing, distribution and service structure with 27 fully consolidated
companies, more than 140 sales partners and over 500 authorized dealerships at
approximately 1,200 locations.

Safe Harbour Statement

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Tognum AG shares. The final terms and further provisions
regarding the public offer will be disclosed in the offer document after the
publication has been approved by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). The final
terms of the public offer may differ from the basic information described
herein. Investors and holders of Tognum AG shares are strongly recommended to
read any such offer document and all documents in connection with the public
offer as they are published, since they will contain important information.

Subject to certain exceptions to be approved by the relevant regulators or
certain facts to be ascertained, the public offer will not be made directly or
indirectly, in or into any jurisdiction where to do so would constitute a
violation of the laws of such jurisdiction, or by use of the mails or by any
means or instrumentality (including without limitation, facsimile transmission,
telephone and the internet) of interstate or foreign commerce, or any facility
of a national securities exchange, of any such jurisdiction. The figures in
this document are preliminary and have neither been approved yet by the
Supervisory Board nor audited by the external auditor. This document contains
forward-looking statements that reflect our current views about future events.
The words "anticipate," "assume," "believe," "estimate," "expect," "intend,"
"may," "plan," "project," "should" and similar expressions are used to identify
forward-looking statements. These statements are subject to many risks and
uncertainties, including an adverse development of global economic conditions,
in particular a decline of demand in our most important markets; a
deterioration of our funding possibilities on the credit and financial markets;
changes in currency exchange rates; a shift in consumer preference; or a
possible lack of acceptance of our products or services, which may limit our
ability to implement prices as well as to adequately utilize our production
capacities; price increases in fuel, raw materials; disruption of production
due to shortages of materials, labour strikes, or supplier insolvencies; the
effective implementation of cost-reduction and efficiency-optimization
measures; the business outlook of companies in which we hold a significant
equity interest; the successful implementation of strategic cooperations and
joint ventures, changes in laws, regulations and government policies and the
conclusion of pending or threatened future legal proceedings; and other risks
and uncertainties. If any of these risks and uncertainties materialize, or if
the assumptions underlying any of our forward-looking statements prove
incorrect, then our actual results may be materially different from those we
express or imply by such statements. We do not intend or assume any obligation
to update these forward-looking statements. Any forward-looking statement
speaks only as of the date on which it is made.

The takeover offer will be implemented in the United States pursuant to 
Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934, 
as amended, and otherwise in accordance with the provisions of the WpÃœG.
Accordingly, the takeover offer is subject to publication and other procedural
requirements, including with regard to withdrawal rights, offer period,
settlement procedures and timing of payments, which may differ from those
regarding the implementation of public offers in the United States. Moreover,
Tognum shareholders who come into possession of the offer document outside the
Federal Republic of Germany or the United States and wish to accept the offer
outside the Federal Republic of Germany and the United States may be subject to
other legal provisions than those of the Federal Republic of Germany and the
United States; these shareholders are advised to inform themselves of the
relevant applicable legal provisions and to comply with them. Daimler,
Rolls-Royce and the joint venture assume no responsibility for acceptance of
the offer outside the Federal Republic of Germany and the United States being
permissible under the relevant applicable legal provisions.

For further information, please contact:

Investor relations:
Mark Alflatt
Director of Financial Communications
Tel: [phone]
E: [e-mail]

Media relations: 
Josh Rosenstock 
Head of Corporate Communications 
Rolls-Royce plc Rolls-Royce plc
Tel: [phone] 
E: [e-mail] 

www.Rolls-Royce.com

Marc Binder 
Daimler AG
Director Corporate Communications
Tel: [phone]
[e-mail] 

Florian Martens
Daimler AG 
Head of Finance Communications
Tel: [phone] 
[e-mail]

www.Daimler.com