Release time : 2015-06-12 11:57:01
Schaeffler has terminated the swap transaction
* ffer price of 75 euros applies for all Continental shares
* Sale of shares exceeding 49.99 percent possible via financial institutions
Schaeffler KG has terminated the swap transaction (Total Return Equity Swap) in relation to Continental shares, which was concluded with Merrill Lynch International on March 17, 2008 and is described in Section 6.8 of the offer document, on August 21, 2008. The consequences of the termination are described in Section 6.8 of the offer document.
Also on August 21, 2008, Schaeffler KG has acquired one Continental share for the price of 75.00 euros. Schaeffler KG, therefore, has a legal obligation to pay 75.00 euros per Continental share to all the Continental shareholders, who have previously accepted the offer or will accept the offer by Schaeffler KG. Continental shareholders, who have already accepted the offer, do not need to take any action in order to obtain the price of 75.00 euros per Continental share according to the terms and conditions of the offer. The deadlines for accepting the offer are not affected. The acceptance period will still end at 12.00 midnight on August 27, 2008 (local time, Frankfurt am Main). The additional acceptance period of the offer is expected to end at 12.00 midnight on September 16, 2008 (local time, Frankfurt am Main).
Schaeffler KG will limit its shareholding in Continental to a maximum of 49.99 percent of the voting share capital of Continental within the next four years in accordance with the investor agreement concluded on August 20 with Continental AG and Mrs. Maria-Elisabeth Schaeffler, Mr. Georg F.W. Schaeffler and former Federal Chancellor Dr. Gerhard Schroeder, unless the management board of Continental does agree to a higher shareholding. However, this contractual agreement does not alter the fact that the offer of Schaeffler KG applies to all Continental shares. If following the expiry of the acceptance period or following the expiry of the additional acceptance period of the offer it is clear that this maximum shareholding of Schaeffler KG in Continental after closing of the offer would be exceeded, Schaeffler KG has the possibility to sell Continental shares to financial institutions, which will resell these shares over a period of up to five years in a market sensitive manner. However, without the consent of Schaeffler the shares will not be resold at a price below 75.00 euros during the period of the agreements with the financial institutions.