Final interim result. Bosch holds 95.0 percent of sia Abrasives at the end of the main offer period.
Following the counting of all acceptances the interim result is now final
Additional acceptance period begins today, December 22, 2008 and ends on January 15, 2009
Last opportunity for sia-shareholders to tender their shares
Stuttgart (D) – Following the counting of all acceptances, a total of 221,074 shares have been tendered to Scintilla AG during the main offer period in relation to its public tender offer to all shareholders of sia Abrasives Holding AG, Frauenfeld. This represents 76.6 percent of all shares subject to the offer. Together with the shares it held at the date of the publication of the offer as well as the shares it has acquired in the market since and including the treasury shares held by sia Abrasives Holding AG, Scintilla AG holds in total 712,556 shares of sia Abrasives Holding AG, which corresponds to 95.0 percent of the shares and voting rights. Scintilla AG is a wholly-owned, indirect subsidiary of Robert Bosch GmbH, Stuttgart, Germany.
As of the end of the offer period, the offer condition is fulfilled. Scintilla AG declares the offer unconditional.
The additional acceptance period begins today, December 22, 2008 and ends on January 15, 2009 at 4pm CET. During this period all sia-share-holders who have not yet accepted the offer will have the opportunity to tender their shares. The offer price amounts to 435 Swiss francs per share in cash representing a premium of approx. 80 Swiss francs or 22.7 percent to the closing share price on August 25, 2008, the day prior to the publication of the pre-announcement by Behr Deflandre & Snozzi BDS AG.
Following the closing of the public offer, Bosch intends to delist the sia-shares and, provided all legal conditions are met, to request the cancellation respectively the indemnification of all shares not tendered into the offer. This may result in negative tax consequences for shareholders who have not accepted the offer as described under section K.6 of the offer prospectus dated 19. November 2008.
Contact person for press inquiries: Dr. Christoph Zemelka: +49 711 – 811 6854
The Bosch Group is a leading global supplier of technology and services. In the areas of automotive and industrial technology, consumer goods, and building technology, some 271,000 associates generated sales of 46.3 billion euros in fiscal 2007. The Bosch Group comprises Robert Bosch GmbH and its more than 300 subsidiaries and regional companies in roughly 50 countries. This worldwide development, manufacturing, and sales network is the foundation for further growth. Each year, Bosch spends more than 3 billion euros for research and development, and applies for over 3,000 patents worldwide. The company was set up in Stuttgart in 1886 by Robert Bosch (1861-1942) as “Workshop for Precision Mechanics and Electrical Engineering.”
The special ownership structure of Robert Bosch GmbH guarantees the entrepreneurial freedom of the Bosch Group, making it possible for the company to plan over the long term and to undertake significant up-front investments in the safeguarding of its future. Ninety-two percent of the share capital of Robert Bosch GmbH is held by Robert Bosch Stiftung GmbH, a charitable foundation. The majority of voting rights are held by Robert Bosch Industrietreuhand KG, an industrial trust. The entrepreneurial ownership functions are carried out by the trust. The remaining shares are held by the Bosch family and by Robert Bosch GmbH
Additional information can be accessed at www.bosch.com
IMPORTANT LEGAL DISCLAIMER
This information is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. This information does not constitute, nor form part of, any offer or invitation to buy, sell, exchange or otherwise dispose of, or issue, or any solicitation of any offer to sell or issue, exchange or otherwise dispose of, buy or subscribe for, any securities, nor does this information constitute investment, legal, tax, accountancy or other advice or a recommendation with respect to such securities, nor does it constitute the solicitation of any vote or approval in any jurisdiction, nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws of any such jurisdiction (or under exemption from such requirements).
The public tender offer described in the offer prospectus (the Tender Offer or Offer) is not being made directly or indirectly in any country or jurisdiction in which such Offer would be considered unlawful or in which it would otherwise violate any applicable law or regulation, or which would require Scintilla or Bosch to amend the terms or conditions of the Public Tender Offer in any way, or which would require to make any additional filing with or take any additional action with regard to any governmental, regulatory or legal authority. Scintilla and Bosch do not intend to extend the Public Tender Offer to any such country or jurisdiction.
Notice to U.S. Holders
The public tender offer described in the offer documents of Scintilla (the Offer) is not being made, directly or indirectly, in or into the United States of America (the U.S.) or by use of the U.S. mails, or by any means or instrumentality (including, without limitation, post, facsimile transmission, telex, telephone or electronic transmission by way of the internet or otherwise) of U.S. interstate or foreign commerce or of any facility of a U.S. national securities exchange and the Offer cannot be accepted by any such use, means or instrumentality or from within the U.S. Scintilla and Bosch are not soliciting the tender of securities of sia by any holder of such securities in the U.S. sia securities will not be accepted from holders of such securities in the U.S. Any purported acceptance of the Offer that Scintilla and Bosch or their agents believe has been made in or from the U.S. will be invalidated. Scintilla and Bosch reserve the absolute right to reject any and all acceptances determined by them not to be in the proper form or the acceptance of which may be unlawful. Copies of the Offer Prospectus (Offer Prospectus) or any related offering documents, including this press release, must not be mailed or otherwise distributed or sent in or into the U.S. and may not be used for the purpose of soliciting the purchase of any securities of sia from anyone in any jurisdiction, including the U.S., in which such solicitation is not authorized or from any person to whom it is unlawful to make such solicitation. Any person receiving the Offer Prospectus (including custodians, nominees and trustees) must observe these restrictions.
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