DGAP-Adhoc: KUKA Aktiengesellschaft: Tender Offer of KUKA

KUKA Aktiengesellschaft / Key word(s): Offer/Capital Increase 25.09.2014 20:03 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. --------------------------------------------------------------------------- KUKA Aktiengesellschaft Zugspitzstrasse 140, 86165 Augsburg - ISIN DE0006204407- Listed on the following German stock exchanges: Frankfurt am Main and Munich Market segment: Prime Standard Ad hoc disclosure in accordance with section 15 of the WpHG (Wertpapierhandelsgesetz - German Securities Trading Act) Tender Offer of KUKA Aktiengesellschaft relating to all outstanding shares of Swisslog Holding AG and Capital Increase from Authorized Capital Today, KUKA Aktiengesellschaft simultaneously signed a Transaction Agreement with Swisslog Holding AG (with its seat in Buchs (AG), Switzerland) and published the pre-announcement of a public tender offer vis-à-vis the shareholders of Swisslog Holding AG. According to the tender offer, KUKA Aktiengesellschaft offers to the shareholders of Swisslog Holding AG to acquire the shares at a price of CHF 1.35 per registered share with a par-value of CHF 0.01 per share (ISIN CH0012324627, the "Swisslog Share(s)". The number of shares issued by Swisslog Holding AG amount to 251,276,984. The signing of the Transaction Agreement and the publication of the pre-announcement were approved beforehand by resolutions of the Supervisory Board of KUKA Aktiengesellschaft (in which the consent was given to the Executive Board's decision to the tender offer) and the Board of Directors of Swisslog Holding AG. The terms of conditions of the tender offer will be outlined in the offer prospectus still be to be published, in particular, the tender offer will contain the condition that a minimum of 66 2/3 % of all Swisslog-Shares have been tendered at the end of the offer period. The publication of the offer prospectus is scheduled for 6 October 2014. Once the cooling-off period of 10 trading days stated under the Swiss Takeover Ordinance has expired, the offer will presumably be open from 21 October 2014 until 17 November 2014, 04.00 pm CET (the "Offer Period"). KUKA Aktiengesellschaft reserves the right to extent this Offer Period. The offer prospectus and further documents relating to the tender offer will be published on the homepage of KUKA Aktiengesellschaft under http://www.kuka-ag.de/en/investor_relations/t...r_swisslog. In addition, the pre-announcement and all other documents relating to the tender offer and to be published in newspapers, will be published in Neuer Züricher Zeitung (in German language) and in Le Temps (in French language). Furthermore, the offer prospectus will be available, free of charge, in German and French language from Bank Vontobel AG, Gotthardstrasse 43, CH-8022 Zurich, Telephone: +41 (0)58 283 71 11; Fax: +41 (0)58 283 76 50, e-mail: prospectus@vontobel.ch. The tender offer shall partly be funded by KUKA Aktiengesellschaft by issuing new shares. Hence, the Executive Board of KUKA Aktiengesellschaft has, with today's approval of the Supervisory Board, resolved to increase the share capital of the company with the exclusion of the shareholder subscription rights by means of a partial utilization of the Authorized Capital 2011 by an amount up to EUR 4,661,498.40 to EUR 92,841,619.00 in exchange for cash contributions, provided the tender offer is successful. Up to 1,792,884 no par value bearer shares will be issued, representing a notional amount of EUR 2.60 per share and dividend entitlement from the fiscal year 2014 onwards. The subscription rights of shareholders are excluded on the basis of the authorization in Sec. 4 para. 5 sentence 4 of the Articles of Association. The Executive Board will - with respective approvals of the Supervisory Board - decide in separate resolutions about the execution of the share capital increase as well as the total number of new shares to be issued and the placement price. It is planned that Bank Joh. Berenberg, Gossler & Co. KG, Hamburg, shall be mandated to arrange the share placement. The placement price shall be determined in an accelerated bookbuilding process. The new shares will be subscribed by Bank Joh. Berenberg, Gossler & Co. KG. The new shares shall be admitted for trade, without prospectus, in the regulated market as well as the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange as well as the regulated market of the Stock Exchange Munich. Augsburg, 25 September 2014 KUKA Aktiengesellschaft The Executive Board As to the tender offer The tender offer described or referenced in this announcement (the "Offer") is not directly or indirectly made in the United States of America, the United Kingdom, Japan, Australia, Canada or Japan nor in any other country or jurisdiction in which such Offer would be illegal, otherwise violate the applicable law or an ordinance or which would require KUKA Aktiengesellschaft to change the terms or conditions of the tender offer in any way, to submit an additional application to or to perform additional actions in relation to any state, regulatory or legal authority. It is not intended to extend the Offer to any such country or such jurisdiction. Documents relating to the Offer must neither be distributed in such countries or jurisdictions nor be sent to such countries or jurisdictions. Such documents must not be used for the purpose of soliciting the purchase of securities of Swisslog Holding AG by anyone from such countries or jurisdictions. Shareholders of Swisslog Holding AG not resident in Switzerland who wish to accept the Offer must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the detailed offer restrictions included in the offer document which is available on the website of KUKA Aktiengesellschaft. As to the share offering This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities of KUKA Aktiengesellschaft. Any such offer will be made solely to Qualified Institutional Buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The information contained herein is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions of any State of the United States of America or the District of Columbia) and must not be distributed to U.S. persons (as defined in Regulation S of the Securities Act) or publications with a general circulation in the United States of America. This publication is not an offer of securities of KUKA Aktiengesellschaft for sale in the United States of America. The securities of KUKA Aktiengesellschaft have not been and will not be registered under the Securities Act and may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act, as amended. KUKA Aktiengesellschaft does not intend to register any portion of any offered securities in the United States of America or to conduct a public offering of the Securities in the United States of America. This publication is not an offer of securities of KUKA Aktiengesellschaft for sale in the United Kingdom, Canada, Japan or Australia." Contact: Andreas Spitzauer phone: +49 821 7975-216 fax: +49 821 7975-213 e-mail: andreas.spitzauer@kuka.com 25.09.2014 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: KUKA Aktiengesellschaft Postfach 43 12 69 86072 Augsburg Germany Phone: +49 (0)821 797 - 0 Fax: +49 (0)821 7975 - 333 E-mail: IR@kuka.com Internet: www.kuka.com ISIN: DE0006204407 WKN: 620440 Indices: MDAX Listed: Regulierter Markt in Frankfurt (Prime Standard), München; Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------