Public takeover offer by Daimler and Rolls-Royce for Tognum successful – companies now jointly hold 60 per cent

OFFICIAL PRESS RELEASE

- 58,35 per cent of shareholders accept the offer
- Important milestone in the takeover process of Tognum AG
- Additional acceptance period for the offer expires on June 20, 24.00 hrs (CET)
- Daimler and Rolls-Royce expect further shares to be tendered during additional acceptance period
- Tognum Management and Supervisory Board have tendered their shares
- Combination creates strong foundation for future growth

Stuttgart/London, Germany/United Kingdom, Jun 06, 2011 – Following the expiry of the acceptance period for its public takeover offer for Tognum AG, Daimler AG and Rolls-Royce Holding plc now hold a total of 59,87 per cent of Tognum shares through their Joint Venture Engine Holding GmbH. The bidders received acceptance declarations for an expected equivalent of 58,35 per cent of the share capital of Tognum AG (about 76,657,611 million shares). The current total of 59,87 per cent also includes around 1.52 per cent of the share capital (about 2 million shares) that was acquired by the Joint Venture on the stock market during the acceptance period.


Daimler and Rolls-Royce are very pleased with this convincing result. It represents a milestone in the takeover process of Tognum AG and lays a strong foundation for the future co-operation of the three companies.

Since the 30 percent threshold required for the takeover offer has been exceeded, an additional acceptance period of two weeks is granted in accordance with German law. Therefore, remaining shareholders can tender their shares into the offer from June 7 to June 20, 24:00 hrs (CET). Daimler and Rolls-Royce expect further shares to be tendered during the additional acceptance period.

By combining their respective technological strengths and market access, Daimler, Rolls-Royce and Tognum will establish a leading industrial engine systems and solutions company, offering a broad portfolio of products, services and integrated solutions on a worldwide basis.

On April 6, 2011, Daimler and Rolls-Royce made a public takeover offer to purchase all outstanding shares of Tognum AG through their joint venture. The offer was increased by two Euros to 26 Euro per Tognum share on May 16. The Supervisory and Management Boards of Tognum AG fully support the attractive offer and already have tendered their shares. The Executive and the Supervisory Board recommend the acceptance of the offer to all shareholders of Tognum AG.

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