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GLOBAL ONE – Integration. Innovation. Quality.

February 23, 2015

Joint reasoned opinion of the Executive Board and the Supervisory Board of DMG MORI SEIKI AKTIENGESELLSCHAFT regarding the public tender offer of DMG MORI SEIKI CO., LTD.

Executive Board and Supervisory Board consider offer price as adequate – Acceptance of offer recommended by Executive Board and Supervisory Board

Bielefeld. The Executive Board and Supervisory Board of DMG MORI SEIKI AKTIENGESELLSCHAFT, Bielefeld (ISIN DE0005878003) („Company“) today published their joint reasoned opinion pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz / WpÜG) on the offer document from DMG MORI GmbH, a subsidiary of DMG MORI SEIKI CO., LTD., Nara (Japan), published on February 11, 2015. Following an in-depth appraisal, the Executive Board and the Supervisory Board arrive at the opinion that the Offer Price for the shares in the Company of € 27.50 each can be considered as adequate, and both boards recommend acceptance of the offer to shareholders.

The appraisal is based on the necessity, as regarded by the Executive Board and the Supervisory Board, to safeguard in a timely manner the close cooperation of the Company with its partner and largest shareholder, DMG MORI SEIKI CO., LTD., by specific measures. This is to consolidate in the future the mutual benefits achieved so far and expected for the future from the cooperation.

The appraisal of the Executive Board and of the Supervisory Board is further supported by an expert business valuation by KPMG AG Wirtschaftsprüfungsgesellschaft which arrives at the conclusion that the enterprise value per share on the basis of the planning for DMG MORI SEIKI AKTIENGESELLSCHAFT and by use of a risk-adequate capitalization interest rate is below the offer price of € 27.50 as well as a fairness opinion by Deutsche Bank AG.

In addition, the Executive Board and Supervisory Board have taken into consideration further aspects which are described in more detail in their joint reasoned opinion.

DMG MORI SEIKI AKTIENGESELLSCHAFT
The Executive Board and Supervisory Board

  • Disclaimer, Forward-looking statement
    Statements relating to the future: This press release contains statements relating to the future, which are based on current estimates by the management regarding future developments. Such statements are based on the management's current expectations and specific assumptions. They are subject to risks, uncertainties and other factors, which could lead to the actual future circumstances including the assets, liabilities, financial position and profit or loss of DMG MORI AKTIENGESELLSCHAFT differing materially from or being more negative than that those expressly or implicitly assumed or described in these statements. The business activities of DMG MORI AKTIENGESELLSCHAFT are subject to a series of risks and uncertainties, which may result in forward-looking statements estimates or forecasts becoming inaccurate. Should one of these factors of uncertainty or other unforeseeable event occur, or should the assumptions on which these statements are based prove incorrect, the actual results may differ materially from the results stated, expected, anticipated, intended, planned, aimed at, estimated or projected in these statements. Forward-looking statements must not be understood as a guarantee or assurance of future developments or events contained therein.
    There are two companies using the name “DMG MORI“: DMG MORI AKTIENGESELLSCHAFT with registered office in Bielefeld, Germany, and DMG MORI COMPANY LIMITED with registered office in Nagoya, Japan. This release refers exclusively to DMG MORI AKTIENGESELLSCHAFT. If reference is made in this release to the “DMG MORI group”, this refers exclusively to the DMG MORI AKTIENGESELLSCHAFT and its group companies.

Contact

Corporate Communications //
Investor Relations: 

Tanja Figge
Phone: +49 (0) 52 05 / 74 - 30 01
Fax: +49 (0) 52 05 / 74 - 30 81
E-mail: pr@dmgmori.com

Birgit Schlüter
Phone: +49 (0) 52 05 / 74 - 30 75
Fax: +49 (0) 52 05 / 74 - 30 81
E-mail: pr@dmgmori.com 

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