Daimler AG and Rolls-Royce Group plc have acquired additional shares in Tognum AG equivalent to 0.83 percent of its equity. Upon completion of the public tender offer, the two companies will have acquired at least 95 percent of Tognum’s shares through their joint venture, Engine Holding GmbH. Reaching the 95-percent threshold represents another milestone for Daimler and Rolls-Royce in their takeover of Tognum.
When the 95-percent 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 percent 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 percent of Tognum’s shares.
