Rolls-Royce secures 95 per cent of Tognum's shares
10 August 2011
Rolls-Royce and Daimler's joint venture secures
95 per cent of Tognum's shares
* Another milestone achieved in the takeover of Tognum through the purchase
of additional shares
* Additional offer period for Tognum shareholders who have not yet accepted
the offer of 26 euros per share
Stuttgart/London - Rolls-Royce Holdings plc and Daimler AG have acquired
additional shares in Tognum AG equivalent to 0.83 per cent of its equity. Upon
completion of the public tender offer, the two companies will have acquired at
least 95 per cent of Tognum's shares through their joint venture,
Engine Holding GmbH. Reaching the 95 per cent threshold represents another
milestone for Daimler and Rolls-Royce in their takeover of Tognum.
When the 95 per cent threshold is reached, German takeover law allows for an
additional offer period for the Tognum shareholders who have not yet accepted
the public tender offer. They can now tender their shares for purchase by
Engine Holding GmbH at the offer price of 26 euros until midnight on
November 10, 2011. Shareholders who would like to accept the offer should contact
their custodian banks.
The public tender offer will be concluded when all relevant regulatory
approvals have been issued. Clearance has already been received from the
European Commission and eight other authorities. The takeover still has to be
approved by the US foreign trade authorities and the Chinese antitrust
authorities. Those approvals are expected to be issued in the third quarter
of 2011.
With the acquisition of Tognum, Daimler and Rolls-Royce plan to create a
leading supplier of complete systems in the field of industrial engines. The
joint venture will have the advantage of a broad, global spread in terms of
products, services and solutions.
On April 6, 2011, Daimler and Rolls-Royce made a public tender offer to buy
shares from all of the shareholders of Tognum AG through their joint venture,
Engine Holding GmbH; the price offered was increased on May 16 from the
original 24 euros to 26 euros per Tognum share. The Board of Management and the
Supervisory Board of Tognum AG support the takeover bid and the members of
those boards have tendered their own shares.
A total of 92.65 per cent of Tognum's shares have been tendered. Upon the expiry
of the additional acceptance period on June 20, 2011, Daimler and Rolls-Royce
had secured 94.17 per cent of Tognum's shares.
Notes to Editors:
1. 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.
2. As a result of this strategy, 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.
3. 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 £61.4 billion at 30 June 2011, providing visibility of future
levels of activity.
4. Rolls-Royce employs over 39,000 skilled people in offices, manufacturing
and service facilities in over 50 countries. Over 11,000 of these employees
are engineers.
5. In 2010, Rolls-Royce invested £923 million on research and development,
two thirds of which had the objective of further improving the environmental
performance of its products, in particular reducing emissions.
6. Rolls-Royce supports a global network of 28 University Technology Centres,
which connect the company's engineers with the forefront of scientific
research.
7. The Group has a strong commitment to apprentice and graduate recruitment
and to further developing employee skills.
For further information, please contact:
Investor Relations:
Mark Alflatt
Director of Financial Communications
Rolls-Royce plc
Tel: +44 (0)20 7227 9237
mark.alflatt@rolls-royce.com
Media relations:
Josh Rosenstock
Director of External Communications
Rolls-Royce Holdings plc
Tel: +44 (0)20 7227 9163
josh.rosenstock@rolls-royce.com
www.rolls-royce.com