– Convenience Translation–
(Only the German version is legally binding)
MECCA International (BVI) Limited
Road Town, Tortola, British Virgin Islands
Announcement pursuant to section 23 para. 1 sentence 1 no. 1 of the German Securities Acquisitions and Takeover Act (Wertpapiererwerbs- undÜbernahmegesetz(“WpÜG”)) 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 expires on July 15, 2016, 24:00 hours (local time Frankfurt am Main, Federal Republic of Germany), unless extended pursuant to the applicable rules under theWpÜG.
1. As of July 12, 2016, 18:00 hours (local time Frankfurt am Main, Federal Republic of Germany) (“Reference Date“) the Takeover Offer has been accepted for a total of 20,170,316 KUKA Shares. This corresponds to approximately 50.71% of the issued share capital and the existing voting rights of KUKA.
2. As of the Reference Date, the Bidder held directly 5,372,196 KUKA Shares. This corresponds to approximately 13.51% of the issued share capital and the existing voting rights of KUKA as of the Reference Date. Beyond that, neither the Bidder nor persons acting jointly with the Bidder within the meaning of section 2 para. 5 sentence 1 and 3WpÜG nor their subsidiaries directly held KUKA Shares as of the Reference Date.
3. As of the Reference Date, 5,372,196 KUKA Shares shall be attributed to Midea Group Co., Ltd., Foshan,People’s Republic of China, and Midea International Corporation Company Limited, Hong Kong,People’s Republic of China, pursuant to section 30 para. 1 sentence 1WpÜG. Moreover, as of the Reference Date, no further voting rights attached to KUKA Shares were attributed to the Bidder or persons acting jointly with the Bidder within the meaning of section 2 para. 5 sentence 1 and 3WpÜG or their subsidiaries pursuant to section 30WpÜG.
4. As of the Reference Date, neither the Bidder nor persons acting jointly with the Bidder within the meaning of section 2 para. 5 sentence 1 and 3WpÜG nor their subsidiaries held any instruments within the meaning of sections 25, 25a of the German Securities Trading Act (Wertpapierhandelsgesetz) regarding KUKA Shares.
5. The total number of KUKA Shares for which the Takeover Offer has been accepted as of the
Reference Date plus KUKA Shares already held by the Bidder directly, amount to
25,542,512 KUKA Shares. This corresponds to approximately 64.22% of the issued share capital and the existing voting rights of KUKA, as of the Reference Date.
For the purpose of the minimum acceptance rate this corresponds, according to the provisions in section 13.1.1 of the offer document, to an acceptance rate of 64.22%
Road Town, July 13, 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.