Tognum AG / Key word(s): Statement 15.04.2011 14:26 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Friedrichshafen, 15 April 2011. The Board of Management and Supervisory Board of Tognum AG today unanimously adopted a joint statement in accordance with Section 27 of the German Securities Acquisition and Takeover Act (WpÃG) on the voluntary public takeover offer published on 6 April 2011 by Engine Holding GmbH. The Board of Management and Supervisory Board welcome the tender offer from Daimler AG and Rolls-Royce Group plc. from a business perspective. A successful takeover offer would further strengthen the company's global technology leadership in propulsion systems and distributed energy systems. After in-depth examination of the tender offer and appraisal of all relevant circumstances, however, the Board of Management and Supervisory Board are of the opinion that the offer price of EUR 24.00 per Tognum AG share complies with the legal requirements but is not appropriate. The Board of Management and Supervisory Board cannot therefore recommend that Tognum AG shareholders accept the tender offer. --------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: Supplementary information The Board of Management and Supervisory Board note that Tognum shareholders must each make their own decision whether to accept the tender offer and, if so, for how many Tognum shares, giving account to all relevant circumstances and their personal assessment of the company's future performance, stock market share price and the value of Tognum shares. The joint statement by the Board of Management and the Supervisory Board of Tognum AG in accordance with Section 27 of the German Securities Acquisition and Takeover Act (WpÃG) will be available for viewing in its entirety later today in the Investor Relations section of www.tognum.com. Tognum AG will also keep the statement available for viewing at the address Maybachplatz 1, 88045 Friedrichshafen, Germany. This will be stated in an information announcement in the Elektronische Bundesanzeiger (German Electronic Federal Gazette) on Monday, 18 April 2011. It is expressly noted that the information provided in this press release does not explain or supplement the information provided in the joint statement and that solely the joint statement in accordance with Section 27 of the German Securities Acquisition and Takeover Act (WpÃG) is authoritative. The statement in accordance with section 27 of the German Securities Acquisition and Takeover Act (WpÃG) is published in German and English. The German-language version is authoritative. Forward-looking statements This release contains forward-looking statements based on assumptions, forecasts and estimates made by Tognum's executive board of management. Although we assume that the assumptions, forecasts and estimates forming the basis for these forwardlooking statements are realistic, we cannot guarantee that they will prove to be correct in the future. Assumptions, forecasts and estimates may entail risks and uncertainties which may cause actual results to differ considerably from those included in forwardlooking statements. Factors which may result in such discrepancies include, among other things, changes in the economic and business environment, fluctuations in exchange and interest rates, the introduction of competing products, lack of acceptance for new products or services and changes in corporate strategy. Tognum undertakes no obligation to update and/or to correct and/or to confirm forward-looking statements or to release publicly any updates or corrections to any forward-looking statements in order to reflect events or circumstances which occur after the date of this release. Press Contact Stefan Wortmann Phone: +49 7541 90-4350 E-mail: stefan.wortmann@tognum.com Folker Dries Phone: +49 151 16 23 15 56 E-mail: fdries@heringschuppener.com IR-Kontakt Dieter Royal Phone: +49 7541 90-3318 E-mail: ir@tognum.com Michael Frank Phone: +49 7541 90-3318 E-mail: ir@tognum.com 15.04.2011 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Tognum AG Maybachplatz 1 88045 Friedrichshafen Deutschland Phone: +49 (0)7541 90 3318 Fax: +49 (0)7541 90 90 3318 E-mail: ir@tognum.com Internet: http://www.tognum.de ISIN: DE000A0N4P43 WKN: A0N4P4 Indices: MDAX, CDAX, Classic All Share, Prime All Share Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------
DGAP-Adhoc: Tognum AG: Joint statement adopted by the Board of Management and Supervisory Board in accordance with Section 27 of the German Securities Acquisition and Takeover Act (WpÃG)
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