Oerlikon holds in total 99.45% of Saurer
Pfäffikon SZ, January 5, 2006 - On October 18, 2006, OC Oerlikon Corporation AG, Pfäffikon ("Oerlikon") submitted a public tender offer (the "Offer") for all publicly held registered shares of Saurer AG, Arbon ("Saurer" and the "Saurer Shares" respectively). On November 6, 2006, Oerlikon published an amendment to the Offer and on December 21, 2006 an extension of the additional acceptance period. Until the expiry of the extended additional acceptance period on January 4, 2007, Oerlikon obtained 2'040'296 Saurer Shares tendered into the Offer (including 84'750 treasury shares held by Saurer which were reserved for employee stock option plans). This corresponds to 24.56% of the issued and, at the time of the publication of the Offer, publicly held Saurer Shares (excluding the treasury shares tendered by Saurer). In addition, as of the end of the extended additional offer period, Oerlikon has acquired 5'926'243 Saurer Shares on and off the stock exchange, which corresponds to 74.44% of the issued and, at the time of the publication of the Offer, publicly held Saurer Shares. Thus, the success rate is in the aggregate 99%. Taking into consideration the Saurer Shares already held by Oerlikon prior to the publication of the Offer and the Saurer Shares tendered by Saurer or held by Saurer itself, Oerlikon in total holds 99.45% of the share capital and the voting rights of Saurer.
The offer price per Saurer Share amounts to CHF 135.00 net and will be paid on January 10, 2007.
The present information about the final result regarding the public tender offer is provisional. Oerlikon will publish the definitive final result on January 10, 2007 in German in the Neue Zürcher Zeitung, in the Tages-Anzeiger and in the Finanz und Wirtschaft as well as in French in Le Temps and l'AGEFI.
The following restrictions apply to the public tender offer described in this media release:
United States of America
The offer is not being made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the "United States"). This includes, but is not limited to, facsimile transmission, telex and telephones. Accordingly, copies of this document and any related offering documents are not being, and must not be, mailed or otherwise distributed or sent in or into the United States and so doing may invalidate any purported acceptance.
The offer documents in connection with the offer are not for distribution to persons whose place of residence, seat or habitual abode is in the United Kingdom. This does not apply, however, to persons who (i) have professional experience in matters relating to investments or (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 in the United Kingdom or to whom it may otherwise lawfully be passed on (all such persons together being referred to as "Relevant Persons"). The offer documents in connection with the offer must not be acted on or relied on by persons whose place of residence, seat or habitual abode is in the United Kingdom and who are not Relevant Persons. In the United Kingdom any investment or investment activity to which the offer documents relate is available only to Relevant Persons and will be engaged in only with Relevant Persons.
Australia, Canada and Japan
This offer is not addressed to shareholders of Saurer AG, whose place of residence, seat or habitual abode is in Australia, Canada or Japan (the "Excluded Shareholders"). The Excluded Shareholders may not accept this offer.
This offer is not, directly or indirectly, made in a country or jurisdiction in which such offer would be illegal, otherwise violate the applicable law or an ordinance or which would require OC Oerlikon Corporation AG, Pfäffikon to change the terms or conditions of the offer in any way, to submit an additional filing to, or perform additional actions in relation to, any governmental, 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 Saurer AG by any person or entity from such countries or jurisdictions.