Rolls-Royce and Daimler's joint venture secures 95 per cent of Tognum's shares

Aug 11, 2011 (PRN): 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.

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.

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