Siemens Aktiengesellschaft / Key word(s): Mergers & Acquisitions
22.09.2014 01:52
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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The Supervisory Board of Siemens approved the decision of the
Managing Board to enter into an agreement with Dresser-Rand (NYSE:DRC),
which is listed on the New York Stock Exchange, to acquire all of the
issued and outstanding common shares of Dresser-Rand by way of a friendly
takeover bid. Siemens' bid is unanimously supported by Dresser-Rand's Board
of Directors. The offer price is $83 per common share in cash, or a total
transaction value of approximately $7.6 billion (approximately EUR5.8
billion). Siemens expects to close the transaction by summer 2015.
At the same time, the Supervisory Board approved a further portfolio
measure resolved by the Managing Board to enter into an agreement with
Robert Bosch GmbH, according to which Bosch and Siemens have agreed that
Bosch will acquire Siemens' 50 percent stake in the joint venture BSH Bosch
und Siemens Hausgeräte GmbH (BSH). The purchase price will total EUR3
billion. In addition, Siemens and Bosch will each receive from BSH an
additional distribution of EUR250 million before the transaction is
completed. The transaction, which still requires regulatory approval, will
probably be completed in the first half of calendar year 2015.
Contact:
Siemens Investor Relations
Wittelsbacherplatz 2
80333 München
+49 (0) 89-636-32474
investorrelations@siemens.com
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Information and Explaination of the Issuer to this News:
Disclaimer
This document includes supplemental financial measures that are or may be
non-GAAP financial measures. Orders and order backlog; adjusted or organic
growth rates of revenue and orders; book-to-bill ratio; Total Sectors
profit; return on equity (after tax), or ROE (after tax); return on capital
employed (adjusted), or ROCE (adjusted); Free cash flow, or FCF; adjusted
EBITDA; adjusted EBIT; adjusted EBITDA margins, earnings effects from
purchase price allocation, or PPA effects; net debt and adjusted industrial
net debt are or may be such non-GAAP financial measures. These supplemental
financial measures should not be viewed in isolation or as alternatives to
measures of Siemens' net assets and financial positions or results of
operations as presented in accordance with IFRS in its Consolidated
Financial Statements. Other companies that report or describe similarly
titled financial measures may calculate them differently. Definitions of
these supplemental financial measures, a discussion of the most directly
comparable IFRS financial measures, information regarding the usefulness of
Siemens' supplemental financial measures, the limitations associated with
these measures and reconciliations to the most comparable IFRS financial
measures are available on Siemens' Investor Relations website at
www.siemens.com/nonGAAP. For additional information, see supplemental
financial measures and the related discussion in Siemens' most recent
annual report on Form 20-F, which can be found on our Investor Relations
website or via the EDGAR system on the website of the United States
Securities and Exchange Commission.
This document contains statements related to our future business and
financial performance and future events or developments involving Siemens
that may constitute forward-looking statements. These statements may be
identified by words such as 'expect,' 'look forward to,' 'anticipate,'
'intend,' 'plan,' 'believe,' 'seek,' 'estimate,' 'will,' 'project' or words
of similar meaning. We may also make forward-looking statements in other
reports, in presentations, in material delivered to shareholders and in
press releases. In addition, our representatives may from time to time make
oral forward-looking statements. Such statements are based on the current
expectations and certain assumptions of Siemens' management, and are,
therefore, subject to certain risks and uncertainties. A variety of
factors, many of which are beyond Siemens' control, affect Siemens'
operations, performance, business strategy and results and could cause the
actual results, performance or achievements of Siemens to be materially
different from any future results, performance or achievements that may be
expressed or implied by such forward-looking statements or anticipated on
the basis of historical trends. These factors include in particular, but
are not limited to, the matters described in Item 3: Key information-Risk
factors of our most recent annual report on Form 20-F filed with the SEC,
in the chapter C.9.3 Risks of our most recent annual report prepared in
accordance with the German Commercial Code, and in the chapter C.7 Risks
and opportunities of our most recent interim report.
Further information about risks and uncertainties affecting Siemens is
included throughout our most recent annual and interim reports, as well as
our most recent earnings release, which are available on the Siemens
website, www.siemens.com, and throughout our most recent annual report on
Form 20-F and in our other filings with the SEC, which are available on the
Siemens website, www.siemens.com, and on the SEC's website, www.sec.gov.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results, performance or
achievements of Siemens may vary materially from those described in the
relevant forward-looking statement as being expected, anticipated,
intended, planned, believed, sought, estimated or projected. Siemens
neither intends, nor assumes any obligation, to update or revise these
forward-looking statements in light of developments which differ from those
anticipated.
Due to rounding, numbers presented throughout this and other documents may
not add up precisely to the totals provided and percentages may not
precisely reflect the absolute figures.
22.09.2014 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Siemens Aktiengesellschaft
Wittelsbacherplatz 2
80333 München und Berlin
Germany
Phone: +49 (0)89 636-00
Fax: +49 (0)89 636-52000
E-mail: investorrelations@siemens.com
Internet: www.siemens.com
ISIN: DE0007236101
WKN: 723610
Indices: DAX, EURO STOXX 50
Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
Standard), Hamburg, Hannover, München, Stuttgart; London,
NYSE, SIX
End of Announcement DGAP News-Service
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DGAP-Adhoc: Siemens Aktiengesellschaft: Siemens to acquire Dresser-Rand and to divest stake in BSH
| Source: EQS Group AG