DGAP-News: KHD Humboldt Wedag International AG: Management

DGAP-News: KHD Humboldt Wedag International AG / Key word(s): Statement/Offer KHD Humboldt Wedag International AG: Management Board and Supervisory Board of KHD Humboldt Wedag International AG recommend acceptance of takeover offer from AVIC International Engineering Holdings Pte. Ltd. 05.12.2013 / 15:42 --------------------------------------------------------------------- Management Board and Supervisory Board of KHD Humboldt Wedag International AG recommend acceptance of takeover offer from AVIC International Engineering Holdings Pte. Ltd. Cologne, Germany, December 5, 2013 - The Management Board and Supervisory Board of KHD Humboldt Wedag International AG, Cologne, Germany, (hereinafter: KHD) published today on the company's homepage the joint statement concerning the takeover bid of AVIC International Engineering Holdings Pte. Ltd., Europe Project Management Pte. Ltd., Europe Technology Investment Pte. Ltd. and Europe Engineering Holdings Pte. Ltd. The Management Board and Supervisory Board recommend the shareholders of the company to accept the takeover bid at the offer price of EUR 6.45 per share. The recommendation is supported by expert reports (fairness opinions) generated by public auditor KMPG, who was engaged by the Management Board, as well as Network Corporate Finance, a consulting company commissioned by the Supervisory Board. Independent of one another, both came to the conclusion that the shareholders are being offered appropriate compensation for the tender of their shares. The offer price corresponds to a premium of 34.9 percent on the average closing price of the KHD share over the three-month period prior to announcement of the offer on October 10, 2013. Furthermore, possible consequences of the takeover on the business, income and financial position of KHD were thoroughly examined by the Management Board and Supervisory Board. Additionally, the analysis did not reveal any reasons for not issuing a recommendation of acceptance of the offer to shareholders and employees of KHD. AVIC International Engineering Holdings Pte. Ltd. is part of the AVIC Group, which since 2010 is owner of a 20 percent stake, as an anchor shareholder and important cooperation partner of KHD in international plant engineering for the cement industry, in particular with respect to turn-key construction of large cement plants (EPC market). In its joint statement, the Management Board and Supervisory Board welcome AVIC's aim to continue its support of KHD's current growth strategy and to maintain the commercial identity of the KHD Group. The intended identification of potential for growth as well as cost savings and improvement, in addition to support from external acquisitions, can contribute to strengthening the competitive position of the KHD Group. Upon successful takeover no significant consequences to the financial situation of the company are expected. Possible effects on the utilization of tax-loss carry forwards due to the takeover are currently being evaluated. According to the bidder, employment contracts will remain unaffected in case of a takeover. The procedure will also not have any influence on the composition of the Management Board. The joint statement including further information by the Management Board and Supervisory Board is available on the company's website (http://www.khd.com/corporate-news.html). KHD Group KHD is a global leader for providing equipment and services to cement producers with over 150 years of experience in the cement industry. Process engineering and project management are among the core competencies of the technology-focused group. KHD offers a wide spectrum of products and services for the cement industry and is a leader in environmentally friendly and energy-efficient products for the grinding and pyro processing sections of cement plants. The holding company KHD Humboldt Wedag International AG, based in Cologne, Germany, coordinates its internationally operating subsidiaries. The group employs more than 750 employees worldwide, including customer service centers in growing markets like India, Russia and the Asia Pacific region. KHD Humboldt Wedag International AG (ISIN: DE0006578008, WKN: 657800) is listed on the Frankfurt stock exchange (General Standard). More information: www.khd.com. Contact KHD Humboldt Wedag International AG Michael Nielsen Investor Relations Tel.: +49 (0)221 - 6504-1500 E-Mail: michael.nielsen@khd.com Website: www.khd.com End of Corporate News --------------------------------------------------------------------- 05.12.2013 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. 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: KHD Humboldt Wedag International AG Colonia-Allee 3 51067 Köln Germany Phone: +49 (0)221 6504 1500 Fax: +49 (0)221 6504 1409 E-mail: michael.nielsen@khd.com Internet: www.khd.com ISIN: DE0006578008 WKN: 657800 Listed: Regulierter Markt in Frankfurt (General Standard); Freiverkehr in Berlin End of News DGAP News-Service --------------------------------------------------------------------- 243395 05.12.2013