EU Commission Issues Approval
- Payout of Continental shareholders by Schaeffler KG within eight bank working days
- Schaeffler becomes major single Continental AG shareholder, with holding limited to 49.99 percent
- Upon implementation of the closing, all sections of the investment agreement officially take force
The European Commission gave unconditional clearance for Schaeffler to go ahead with plans to buy into Continental AG. Schaeffler now has eight bank working days to implement its take-over offer to Continental shareholders, paying out EUR 75.00 per share, as provided for in the investment agreement concluded between Continental and Schaeffler. Upon implementation, all sections of this investment agreement of August 20, 2008, take force.
As one of the conditions of the agreement, Schaeffler shall restrict its holding in Continental AG to a minority stake (49.99%) through August 2012. In the investment agreement, Continental and Schaeffler have, moreover, come to terms on a number of comprehensive openended regulations to safeguard the interests of Continental AG and its shareholders, employees and customers. These regulations cannot be terminated by the parties prior to the spring of 2014. Accordingly, Schaeffler shall undertake to support the ongoing strategy and business policies of the Continental AG Executive Board, under maintenance of Continental's current market and brand identity. It shall refrain from demanding a sale of operations or other significant restructuring measures.
Former German Chancellor Dr. Gerhard Schröder was installed as guarantor responsible for protecting the interests of Continental and its shareholders, employees and other stakeholders. He is authorized and empowered to judicially and extrajudicially assert fulfillment by Schaeffler of all obligations under the agreement. In this function he is entitled to request information from Schaeffler on its level of compliance with the obligations under the investment agreement.
Continental Reifen Deutschland GmbH
With targeted annual sales of EUR 25 billion for 2008, the Continental Corporation is one of the top automotive suppliers worldwide. As a supplier of brake systems, powertrain and chassis systems and components, instrumentation, infotainment solutions, vehicle electronics, tires, and technical elastomers, the corporation contributes towards enhanced driving safety and protection of the global climate. Continental is also a competent partner in networked automobile communication. Today, the corporation employs approximately 146,500 at nearly 200 locations in 36 countries.