Bosch publishes tender offer to sia Abrasives shareholders
· Offer period for the public tender offer in the amount of 435 Swiss francs per share in cash starts today, November 19, ending on December 16, 2008
· Board of Directors of sia Abrasives Holding AG supports the tender offer
· Bosch already holds approx. 60 percent of the shares and voting rights of sia Abrasives Holding AG through its wholly-owned, indirect subsidiary Scintilla AG and has been registered as shareholder with voting rights in sia Abrasives Holding AG’s share register
· Clearance of all relevant competition authorities received
· Share purchase agreement with Behr Bircher Cellpack BBC AG over nearly 40 percent of the shares in sia Abrasives Holding AG consummated
Stuttgart (D)/Frauenfeld (CH) – Scintilla AG, Solothurn, published today the pre-announced tender offer for all publicly held shares of sia Abrasives Holding AG, Frauenfeld. The offer period starts today, Wednesday, November 19, and is expected to end on December 16, 2008. Scintilla AG is a wholly-owned, indirect subsidiary of Robert Bosch GmbH, Stuttgart, Germany. The offer price amounts to 435 Swiss francs per share in cash representing a premium of approx. 80 Swiss francs or 22.7 percent to the closing share price on August 25, 2008, the day prior to the publication of the pre-announcement by Behr Deflandre & Snozzi BDS AG.
The Board of Directors of sia Abrasives Holding AG unanimously endorses the offer by Scintilla AG and recommends all shareholders to tender their shares into the offer.
Ahead of today’s launch of the public offer, Scintilla AG has received clearance from the competition authorities in Germany, Italy and Austria for the takeover of sia Abrasives Holding AG. All relevant clearances for the consummation of the offer have therefore been received.
Furthermore, the share purchase agreement with Behr Bircher Cellpack BBC AG for approx. 40 percent of the shares in sia Abrasives Holding AG was consummated on November 17, 2008.
Since the announcement of the tender offer on October 2, 2008 Scintilla AG has acquired 155,463 shares of sia Abrasives Holding AG through market purchases. Hence Scintilla AG holds in total approx. 60 percent of the shares and voting rights of sia Abrasives Holding AG.
As of November 17, 2008, the Board of Directors of sia Abrasives Holding AG has recorded Scintilla AG as shareholder with voting rights for approx. 60 percent of all outstanding shares in sia Abrasives Holding AG’s share register.
Detailed information regarding the public offer will be published in the offer prospectus, available at http://angebot-sia.bosch.com or to be ordered free of charge by e-mail at firstname.lastname@example.org
The Bosch Group is a leading global supplier of technology and services. In the areas of automotive and industrial technology, consumer goods, and building technology, some 271,000 associates generated sales of 46.3 billion euros in fiscal 2007. The Bosch Group comprises Robert Bosch GmbH and its more than 300 subsidiaries and regional companies in roughly 50 countries. This worldwide development, manufacturing, and sales network is the foundation for further growth. Each year, Bosch spends more than 3 billion euros for research and development, and applies for over 3,000 patents worldwide. The company was set up in Stuttgart in 1886 by Robert Bosch (1861-1942) as “Workshop for Precision Mechanics and Electrical Engineering.”
The special ownership structure of Robert Bosch GmbH guarantees the entrepreneurial freedom of the Bosch Group, making it possible for the company to plan over the long term and to undertake significant up-front investments in the safeguarding of its future. Ninety-two percent of the share capital of Robert Bosch GmbH is held by Robert Bosch Stiftung GmbH, a charitable foundation. The majority of voting rights are held by Robert Bosch Industrietreuhand KG, an industrial trust. The entrepreneurial ownership functions are carried out by the trust. The remaining shares are held by the Bosch family and by Robert Bosch GmbH.
Additional information can be accessed at www.bosch.com.
The sia Group based in Frauenfeld ranks among the world’s top three suppliers of flexible abrasives. It develops, manufactures and markets complete abrasive systems tailored to specific requirements and applications for surface preparation and finishing of all kinds. This commitment has made abrasive processes into true surface technologies. Employing some 1,150 people worldwide, sia Abrasives posted net sales of CHF 298 million and operating profit (EBIT) of CHF 30.3 million for 2007. sia Abrasives Holding AG is listed on the SIX Swiss Exchange and generates more than 90 percent of its sales outside Switzerland.
Additional information can be accessed at www.sia-abrasives.com
IMPORTANT LEGAL DISCLAIMER
This information is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. This information does not constitute, nor form part of, any offer or invitation to buy, sell, exchange or otherwise dispose of, or issue, or any solicitation of any offer to sell or issue, exchange or otherwise dispose of, buy or subscribe for, any securities, nor does this information constitute investment, legal, tax, accountancy or other advice or a recommendation with respect to such securities, nor does it constitute the solicitation of any vote or approval in any jurisdiction, nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws of any such jurisdiction (or under exemption from such requirements).
The public tender offer described in the offer prospectus (the Tender Offer or Offer) is not being made directly or indirectly in any country or jurisdiction in which such Offer would be considered unlawful or in which it would otherwise violate any applicable law or regulation, or which would require Scintilla or Bosch to amend the terms or conditions of the Public Tender Offer in any way, or which would require to make any additional filing with or take any additional action with regard to any governmental, regulatory or legal authority. Scintilla and Bosch do not intend to extend the Public Tender Offer to any such country or jurisdiction.
Notice to U.S. Holders
The public tender offer described in the offer documents of Scintilla (the Offer) is not being made, directly or indirectly, in or into the United States of America (the U.S.) or by use of the U.S. mails, or by any means or instrumentality (including, without limitation, post, facsimile transmission, telex, telephone or electronic transmission by way of the internet or otherwise) of U.S. interstate or foreign commerce or of any facility of a U.S. national securities exchange and the Offer cannot be accepted by any such use, means or instrumentality or from within the U.S. Scintilla and Bosch are not soliciting the tender of securities of sia by any holder of such securities in the U.S. sia securities will not be accepted from holders of such securities in the U.S. Any purported acceptance of the Offer that Scintilla and Bosch or their agents believe has been made in or from the U.S. will be invalidated. Scintilla and Bosch reserve the absolute right to reject any and all acceptances determined by them not to be in the proper form or the acceptance of which may be unlawful. Copies of the Offer Prospectus (Offer Prospectus) or any related offering documents, including this press release, must not be mailed or otherwise distributed or sent in or into the U.S. and may not be used for the purpose of soliciting the purchase of any securities of sia from anyone in any jurisdiction, including the U.S., in which such solicitation is not authorized or from any person to whom it is unlawful to make such solicitation. Any person receiving the Offer Prospectus (including custodians, nominees and trustees) must observe these restrictions.
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