DGAP-Adhoc: DMG MORI AKTIENGESELLSCHAFT


DMG MORI AKTIENGESELLSCHAFT  / Key word(s): Contract

27.05.2016 18:56

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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Ad hoc announcement according to § 15 WpHG

of

DMG MORI AKTIENGESELLSCHAFT

Bielefeld

(ISIN DE0005878003)

Expected amount of compensation and settlement in the 
planned domination and profit transfer agreement 

Bielefeld, 27 May 2016. As announced on 6 April 2016, DMG MORI CO., LTD.
intends to conclude a domination and profit transfer agreement pursuant to
sections 291 ff. of the German Stock Corporation Act (AktG) between DMG
MORI GmbH - a subsidiary of DMG MORI CO., LTD. - as the controlling company
and DMG MORI AKTIENGESELLSCHAFT as the controlled company.

The auditing company jointly appointed by DMG MORI GmbH and DMG MORI
AKTIENGESELLSCHAFT to carry out the independent evaluation, PKF Fasselt
Schlage Partnerschaft mbH, has submitted the findings of its company
valuation in accordance with IDW S1, the valuation standard of the German
Institute of Auditors (IDW). Accordingly, for the compensation in
accordance with section 304 AktG ("Guaranteed Dividend"), PKF has
determined EUR1.17 gross (EUR1.03 net following deduction of corporation
tax and the solidarity surcharge) per share of DMG MORI AKTIENGESELLSCHAFT
for each full financial year and, for the settlement in accordance with
section 305 AktG, has determined EUR25.14 per share of DMG MORI
AKTIENGESELLSCHAFT.

The court-appointed contract auditor, Ebner Stolz GmbH & Co. KG, has
confirmed the adequacy of the compensation determined by PFK pursuant to
section 304 AktG and the settlement pursuant to section 305 AktG.

The German Financial Supervisory Authority (BaFin) has determined the
average price per share of DMG MORI AKTIENGESELLSCHAFT as being EUR37.35 in
the relevant three-month period prior to the announcement on 6 April 2016
of the planned conclusion of a domination and profit transfer agreement. As
this average share price is higher than the amount determined by PKF, the
settlement is expected to be EUR37.35.

The Executive Board of DMG MORI AKTIENGESELLSCHAFT passed a resolution at
its meeting today with the intention of agreeing to the conclusion of the
domination and profit transfer agreement on the basis of the expected
amount of compensation and settlement.

The Committee for Capital Market Issues set up by the Supervisory Board
discussed the expected amount of compensation and settlement at its meeting
today and considered these to be appropriate. It thus decided to recommend
to the Supervisory Board to agree to the conclusion of the domination and
profit transfer agreement at the meeting planned for 2 June 2016 on the
basis of the terms and conditions stated above. Before the agreement can
enter into force, it requires the consent of DMG MORI GmbH and the consent
of the Annual General Meeting of Shareholders, now planned for 15 July
2016, as well as registration in the commercial register of DMG MORI
AKTIENGESELLSCHAFT.


DMG MORI AKTIENGESELLSCHAFT
The Executive Board



Statements relating to the future
This 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.


 


27.05.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap.de

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Language:     English
Company:      DMG MORI AKTIENGESELLSCHAFT
              Gildemeisterstraße 60
              33689 Bielefeld
              Germany
Phone:        +49 (0)5205 74 30-01
Fax:          +49 (0)5205 74 30-81
E-mail:       info@dmgmori.com
Internet:     www.dmgmori.com
ISIN:         DE0005878003
WKN:          587800
Indices:      MDAX
Listed:       Regulated Market in Berlin, Dusseldorf, Frankfurt (Prime
              Standard); Regulated Unofficial Market in Hamburg, Munich,
              Stuttgart
 
End of Announcement                             DGAP News-Service
 
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