MAN presents offer for Scania
2006-09-18
The MAN Aktiengesellschaft (MAN) management board has, with the approval by the MAN supervisory board, resolved to submit a voluntary tender offer to the shareholders of Scania Aktiebolag (Scania) for all A and B shares in Scania. For each Scania share, MAN offers a share component of 0.151 new MAN ordinary shares (Stammaktien) plus a cash component of € 38.35. The offer thus values Scania at € 9.6 billion in total, implying a value of € 48 per Scania share, each based on the closing price in XETRA-trading for MAN's ordinary shares (Stammaktien) of € 64 on the Frankfurt Stock Exchange on 15 September 2006.
The offer represents a premium of 39 % and 36 % for A and B shares in Scania, respectively, based on the three months volume weighted average prices to 11 September 2006, the last trading day prior to the temporary suspension of trading in the Scania share.
The offer will be subject to customary terms and conditions. These conditions will include the offer being accepted to such an extent that MAN becomes the owner of more than 90 % of the total number of shares and votes in Scania, as well as approval by the relevant antitrust authorities. MAN may waive, in whole or in part, the offer conditions. Subject to timely clearance by the antitrust authorities, completion of the offer is expected to take place prior to 31 December 2006.
The funds necessary to finance the cash consideration under the offer result from own MAN cash resources in hand and a credit facility. The new MAN ordinary shares (Stammaktien) required for the share component of the offer will be issued using the existing authorised capital.
MAN has entered into an agreement with Renault S.A.S. on the acquisition of 5,697,042 A shares in Scania representing 2.85 % of the share capital and 5.18 % of the votes in Scania.
Scania's A and B shares are listed on the Stockholm Stock Exchange (Sw. Stockholmsbörsen). Each Scania A share represents one vote and each Scania B share represents one tenth of a vote at a general meeting of shareholders. Apart from that there are no legal differences between Scania A and B shares.
Today, MAN will also announce the offer in a separate press release in accordance with Swedish laws and regulations. The press release and the tender offer document will be published on the Internet at www.man.de and www.man.eu.
MAN Aktiengesellschaft
The Management Board
MAN Aktiengesellschaft
Landsberger Str. 110
D-80339 Munich
Germany
ISIN: DE0005937007 (MAN ordinary share – Stammaktie)
WKN: 593700 (MAN ordinary share – Stammaktie)
ISIN: DE0005937031 (MAN preferred share – Vorzugsaktie)
WKN: 593703 (MAN preferred share – Vorzugsaktie)
MAN ordinary share (Stammaktie) and MAN preferred share (Vorzugsaktie) both listed: Official market in Frankfurt (Prime Standard), Berlin-Bremen, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart