Takeover Offer; <DE0006228406>: Announcement of the decision to make a takeover offer (Übernahmeangebot) pursuant to Section 10 para. 1 in connection with Sections 29 and 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - 'WpÜG')
Vergrößern Takeover Offer; | Bild: © dpa

Target company: IBS Aktiengesellschaft excellence, collaboration, manufacturing; Bidder: Siemens Industry Automation Holding AG

Dissemination of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG), transmitted by DGAP - adhoc company of EquityStory AG. The bidder is solely responsible for the content of this announcement.

Announcement of the decision to make a takeover offer (Übernahmeangebot) pursuant to Section 10 para. 1 in connection with Sections 29 and 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - 'WpÜG')

Bidder: Siemens Industry Automation Holding AG Wittelsbacherplatz 2 80333 München Contact: Dr. Christina Palmes Tel.: +49 (0)89 636 29999 E-Mail: christina.palmes@siemens.com registered in the commercial register of the local court (Amtsgericht) of München under HRB 193709

Target: IBS Aktiengesellschaft excellence, collaboration, manufacturing Rathausstraße 56 56203 Höhr-Grenzhausen registered with the commercial register of the local court (Amtsgericht) of Montabaur under HRB 6069

ISIN: DE0006228406

Information provided by the Bidder:

Siemens Industry Automation Holding AG (the 'Bidder') has decided today to make an offer to the shareholders of IBS Aktiengesellschaft excellence, collaboration, manufacturing ('IBS AG') to acquire their registered no-par value shares in IBS AG by way of a voluntary public takeover cash offer for EUR 6.10 per share (the 'Takeover Offer').

The offer documents and further notifications regarding the Takeover Offer will be published under http://www.siemens.com/IBS-offer.

Further Information:

The Bidder is a 100% subsidiary of Siemens Beteiligungen Inland GmbH and therefore an indirect 100% subsidiary of Siemens Aktiengesellschaft and part of the Siemens group of companies. Siemens Aktiengesellschaft holds 541,577 shares in IBS AG (approximately 7.87% of the share capital of IBS AG). Including these 541,577 shares in IBS AG held by Siemens Aktiengesellschaft, the Bidder has secured a total of 4,418,665 shares in IBS AG (approximately 64.20% of the share capital of IBS AG) by entering into the following agreements:

On 7 February 2012, the Bidder entered into a purchase agreement with Dr. Klaus-Jürgen Schröder, Alpha First GmbH and further shareholders of IBS AG on the acquisition of a total of 3,535,732 registered no-par value shares, i.e. approximately 51.37% of the share capital in IBS AG, for EUR 5.60 per share. The conclusion of this purchase agreement is subject to certain conditions precedent, including clearance by the competent cartel authorities and the successful completion of the Takeover Offer. Furthermore, on 7 February 2012, the Bidder entered into a purchase agreement with IBS AG on the acquisition of a total of 255,356 own shares held by IBS AG (approximately 3.71% of the share capital of IBS AG) for EUR 6.10 per share. The conclusion of this purchase agreement is also subject to certain conditions precedent, including the successful completion of the Takeover Offer. Five further shareholders of IBS AG committed themselves to accept the Takeover Offer for the total of 86,000 shares in IBS AG held by them for their own account (approximately 1.25% of the share capital of IBS AG).

The Takeover Offer shall be subject to terms and conditions still to be disclosed in the offer document. The consummation of the Takeover Offer shall, inter alia, be subject to certain merger clearances and the achievement of a minimum acceptance threshold of 75%.

Important Notice:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of IBS AG. The definite terms and conditions of the Takeover Offer, as well as further provisions concerning the Takeover Offer, will be published in the offer document only after the German Federal Financial Supervisory Authority has granted permission to publish the offer document. Investors and holders of shares in IBS AG are strongly advised to read the offer document and all other documents published in connection with the Takeover Offer when they become available, since they will contain important information.

Munich, 7 February 2012

Siemens Industry Automation Holding AG

End of WpÜG announcement

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