– Convenience Translation–
(Only the German version is legally binding)
MECCA International (BVI) Limited
Road Town, Tortola, British Virgin Islands
Announcement regarding the fulfillment of a completion condition
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM THE USA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE AN ESSENTIAL VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
On 16 June 2016, MECCA International (BVI) Limited, Road Town, Tortola, British Virgin Islands, (the “Bidder“) has published the offer document for its voluntary public takeover offer in the form of cash offer (“Takeover Offer”) to the shareholders of KUKA Aktiengesellschaft, Augsburg, Federal Republic of Germany (“KUKA”), to acquire all no-par value bearer shares in KUKA, each representing a notional amount of EUR 2.60 in the registered share capital (ISIN DE0006204407) (“KUKA Shares”) against a payment of a cash consideration of EUR 115.00 per tendered KUKA Share (“Offer Document”). The acceptance period for this Takeover Offer expired on 15 July 2016, 24:00 hours (local time Frankfurt am Main, Federal Republic of Germany) and the additional acceptance period for this Takeover Offer expired on 3 August 2016, 24:00 hours (local time Frankfurt am Main, Federal Republic of Germany).
On 19 August 2016, the completion condition pursuant to section 13.1.3 (a) of the Offer Document was fulfilled.
The Takeover Offer is still subject to the fulfillment of the completion conditions pursuant to section 13.1.2 (a), 13.1.2 (c), 13.1.2 (e), 13.1.2 (f), 13.1.2 (g) (Fusionskontrollrechtliche Freigaben) and section 13.1.3 (b)(Außenwirtschaftliche Freigaben) of the Offer Document.
Road Town, 22 August 2016
MECCA International (BVI) Limited
Board of Directors
____________________
Important information:
This announcement is neither an offer to purchase or sale nor a solicitation of an offer to purchase or sale shares but constitutes a legally required announcement according to theWpÜG in the context of a public takeover offer. The final terms and further provisions regarding the public takeover offer by MECCA International (BVI) Limited to the shareholders KUKA Aktiengesellschaft are set forth in the offer document that has been approved by the German Federal Financial Supervisory Authority (Bundesanstaltfür Finanzdienstleistungsaufsicht). Investors and holders of KUKA Aktiengesellschaft shares are strongly recommended to read the offer document and all other documents in connection with the public takeover offer as soon as they are published, as they will contain important information.
Subject to the exceptions described in the offer document and any exceptions granted by the relevant regulatory authorities, a public takeover offer is not being made directly or indirectly, in or into those jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction.
The takeover offer is being made for the securities of a German company and is subject to German disclosure requirements, which are different from those of the United States of America. The takeover offer is made in the United States of America pursuant to the applicable US tender offer rules, including Regulation 14E of the U.S. Securities Exchange Act and relevant provisions on exemptions from the prohibition on purchases outside the takeover offer and otherwise in accordance with the requirements of theWpÜG. Accordingly, the takeover offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under domestic US tender offer procedures and law.
To the extent permissible under applicable law or regulation, MECCA International (BVI) Limited and its affiliates or brokers (acting as agents for MECCA International (BVI) Limited or its affiliates, as applicable) may from time to time before, during or after the period in which the takeover offer remains open for acceptance, and other than pursuant to the takeover offer, directly or indirectly purchase, or arrange to purchase, shares of KUKA Aktiengesellschaft, that may be the subject of the takeover offer, or any securities that are convertible into, exchangeable for or exercisable for shares of KUKA Aktiengesellschaft. Any such purchases, or arrangements to purchase, will comply with all applicable German rules and regulations and Rule 14e-5 under the U.S. Securities Exchange Act to the extent applicable. Information about such purchases will be disclosed in Germany to the extent required by applicable law. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information also will be deemed to be publicly disclosed in the United States of America. In addition, the financial advisors to MECCA International (BVI) Limited may also engage in ordinary course trading activities in securities of KUKA Aktiengesellschaft, which may include purchases or arrangements to purchase such securities.