Continental's Free Float Shareholders Make Extensive Use of Subscription Rights Offer
- More than 99% of subscription rights exercised by expiration of subscription period
- Shares to be finally issued and settled on January 28
The capital increase of Continental AG totaling 31 million new shares was met with great interest by the free float shareholders. The automotive supplier announced Tuesday in Hanover after expiration of the subscription period that free float shareholders had purchased 99.4% of the total of 3,408,130 new shares allotted to them. The remaining new shares for which subscription rights were not exercised and which were placed already with investors on January 6 and 12 under a reservation of rights being exercised by a bank syndicate headed by Deutsche Bank AG, Goldman Sachs International and J.P. Morgan Securities Ltd. will now be issued. The final delivery and settlement will be executed on January 28, 2010. With the capital increase, Continental AG achieved gross proceeds of some €1.114 billion.
Alongside 24.55 million new shares at a fixed subscription price of €35 per share, a price of €40 per share was set for the remaining 6.45 million new shares in the framework of an accelerated bookbuilt offering (ABO). Continental's major shareholders Schaeffler KG, M.M. Warburg & Co KGaA and B. Metzler seel. Sohn & Co., who held a total of 88.9% of the capital stock before the capital increase, had made a commitment to refrain from exercising their subscription rights for new shares and from transferring such rights to third parties. The issue of 31 million shares increases the company's capital stock €79,360,000.00, raising it from €432,655,316.48 to €512,015,316.48.
"We have now very successfully implemented the key elements of our extensive refinancing package. The support of the banks in implementing the concept and the very great interest shown by new investors as well as free float shareholders in the capital increase are for us an explicit demonstration of trust in the feasibility of our greatly improved financial and capital structure as well as in Continental's opportunities for the future," said Continental Executive Board chairman Dr. Elmar Degenhart. "Moreover, it continues to be of utmost importance that we reduce indebtedness."
Before the capital increase on December 19, 2009, the company had already successfully come to terms with its creditor banks on a modification of credit agreements and a forward start facility (FSF) in the amount of €2.5 billion. Continental will use the funds from the FSF and the proceeds from the capital increase to repay the €3.5 billion tranche B of the syndicated credit facility due in August 2010. The company financed the acquisition of Siemens VDO with this syndicated credit facility originally amounting to €13.5 billion.
Continental Reifen Deutschland GmbH
With sales of approximately €24 billion in 2008, Continental is among the leading automotive suppliers worldwide. As a supplier of brake systems, systems and components for powertrains and chassis, instrumentation, infotainment solutions, vehicle electronics, tires and technical elastomers, Continental contributes enhanced driving safety and global climate protection. Continental is also a competent partner in networked automobile communication. Continental currently employs approximately 134,000 at nearly 190 locations in 37 countries.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America (the "United States") or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.