DGAP-Adhoc: Siemens Aktiengesellschaft: Siemens to acquire

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. --------------------------------------------------------------------------- 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 --------------------------------------------------------------------------- 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 --------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------