28 August 2010

Klöckner-Werke AG's Annual General Meeting approves squeeze-out

Frankfurt am Main, August 25, 2010 - The shareholders of Klöckner-Werke AG have approved the transfer of the shares of minority shareholders to majority shareholder Salzgitter Mannesmann GmbH (squeeze-out) at the company's Annual General Meeting held today in Frankfurt am Main. The resolution provides for a cash settlement of EUR 14.33 per share to the remaining minority shareholders. The squeeze-out becomes effective with the entry of the resolution in the commercial register. Salzgitter Mannesmann GmbH, a Group company of Salzgitter AG, will then take over the remaining shares of Klöckner-Werke AG.

Salzgitter has had a majority holding in Klöckner-Werke AG since 2007. Roland Flach, Chairman of the Management Board of Klöckner-Werke AG, welcomes the forthcoming 100% participation of the parent company.

'This complete takeover is a very positive signal, especially for our customers and employees. It makes it clear that Salzgitter AG is standing firm in its commitment to Klöckner-Werke AG in the long term. Klöckner is included in Salzgitter's company concept and is not just a financial shareholding.'

Mr Flach also emphasised: 'The cash settlement to the remaining minority shareholders of EUR 14.33 is far above the enterprise value determined by experts, which amounts to EUR 8,61 according to the actual expertise.'

In his speech at the Annual General Meeting, Roland Flach also referred to an extremely difficult 2009, which ended with a consolidated loss of EUR 200 million before tax. He also gave an outlook for the beginning of the business recovery. Incoming orders increased by 48.7% in the first half of 2010 as compared to the weak prior-year figures. However, EBIT can only recovery slowly due to the price pressure on the market. After positive EBIT in the second quarter, EBIT came to EUR -9.8 million for the first half overall.

'We are experiencing a development for the better. However, the volatile markets require that we react flexibly to strong fluctuations. We have not yet reached the level of the strong pre-crisis years', commented Chairman of the Management Board Roland Flach on the business situation in the first half of 2010.

All agenda points approved

The Annual General Meeting also approved all other agenda points, which included Supervisory Board elections, creating new authorised capital and amending the Articles of Association in line with ARUG (Gesetz zur Umsetzung der Aktionärsrechterichtlinie - Act Implementing the Shareholder Rights Directive).

About Klöckner-Werke AG
(ISIN : DE0006780000/SCN: 678000, ISIN: DE000A0WMQY3/SCN : A0WMQY)

Klöckner-Werke AG is a Group holding company whose subsidiaries operate globally in mechanical engineering and plant construction. In the 2009 financial year, the Group employed a workforce of approximately 6,000 and achieved sales of EUR 754 million.

The main focus of our business operations is on KHS GmbH, Dortmund. For many years now, the company has been established as a world leader in the provision of filling and packaging systems for both the beverages industry and the food and non-food industry. Other Klöckner Group companies produce machines and plants for plastic processing and shoe manufacture.

Klöckner-Werke AG has been listed since 1953. Due to the squeeze-out of the minority shareholders, the admission of the shares of Klöckner-Werke AG to the Regulated Market of the Frankfurt Stock Exchange and to the exchanges of Berlin-Bremen, Düsseldorf, Hamburg, Stuttgart, Munich and Hanover will end after the squeeze-out resolution has been entered in the commercial register.


Information for editorial offices:
The speech by Chairman of the Management Board Roland Flach to the Annual
General Meeting can be found on the Internet at www.kloecknerwerke.de
(Investor Relations/Annual General Meeting).

Contact for further queries:
Klöckner-Werke AG
Maren Moisl
Media/Investor Relations
Phone: + 49 (0) 69 90026-165
Fax: + 49 (0) 69 90026-555
kommunikation@kloecknerwerke.de
www.kloecknerwerke.de

27 August 2010

Squeeze-out procedure of ALTANA AG: Squeeze-out resolution entered in the Commercial Register

Ad hoc announcement pursuant to section 15 of the German Securities Trading Act (WpHG):

The resolution adopted by the Annual General Meeting of ALTANA AG (security code number 760080, ISIN DE0007600801) on June 30, 2010, regarding the transfer of shares from ALTANA AG’s minority shareholders to the company’s majority shareholder SKion GmbH pursuant to sections 327a ff. of the German Stock Corporation Act (AktG) has been entered in the Commercial Register of the company on August 27, 2010. With the entry of the transfer resolution in the Commercial Register, all the shares held by the minority shareholders have been transferred to SKion GmbH by act of law in return for a cash compensation of €15.01 per share.

Consequently, the stock exchange listing of the ALTANA shares is expected to be discontinued soon. Any stock market trading which takes place until then will only be trading of the minority shareholders’ entitlements to cash compensation.

With the registration of the transfer resolution in the Commercial Register, the former shareholders of ALTANA who had accepted the voluntary public purchase offer of November 6, 2009, are entitled to payment of an improvement amount as stated in the offer documents.

All details concerning the payment of the fixed cash compensation as well as of the improvement amount will be published separately by SKion GmbH.

18 August 2010

Didier-Werke AG: Execution of squeeze-out expected in the short term

cash compensation raised to EUR 94.50 in a compromise settlement

The legal proceedings against a resolution adopted at the Annual General Meeting of Didier-Werke Aktiengesellschaft on 29 August 2008 regarding the transfer of the shares of the minority shareholders of the company to RHI AG, Vienna, Austria, as the main shareholder, in return for adequate cash compensation (so-called squeeze-out) were concluded today. All plaintiffs have withdrawn their action for rescission or annulment against the squeeze-out resolution. The proceedings were terminated within a court settlement, in which an increase in the cash compensation set out by the squeeze-out resolution by EUR 3.39, from EUR 91.11 to EUR 94.50 per non-par bearer share of the company was agreed at the same time.

The registration of the squeeze-out in the commercial register of Didier-Werke Aktiengesellschaft is expected in the short term. With the registration, the shares of the minority shareholders are transferred by law to RHI AG, which will then be the sole shareholder of Didier-Werke Aktiengesellschaft.

Following the squeeze-out, the stock market listing of the shares of Didier-Werke Aktiengesellschaft should also be terminated in the short term. Stock exchange dealings taking place after the squeeze-out are only trading in cash compensation claims of the minority shareholders.