NEW YORK - (Business Wire) On May 15, 2008, Pyramus S.
à r.l., Luxembourg (
“Bidder”), published the offer document for its voluntary takeover offer (
“Offer”) to the shareholders of D+S europe AG, Hamburg, to acquire all bearer shares with no par value held by shareholders of D+S europe AG (
“D+S europe Shares”) (ISIN DE0005336804 and DE000A0SFQ82).
Within the acceptance period, which expired on July 3, 2008, 24:00 hours Central European Summer Time, the Offer has been accepted for a total number of 6,973,463 D+S europe Shares, corresponding to approx. 17.07 % of the registered share capital and the voting rights of D+S europe AG.
As of the end of the acceptance period, the Bidder held a total of 27,124,939 D+S europe Shares (= approx. 66.41 % of the registered share capital and the voting rights of D+S europe AG). As of today, the Bidder holds further 582,000 D+S europe Shares (= approx. 1.42 % of the registered share capital and the voting rights of D+S europe AG), which the Bidder purchased outside the offer during July 2 through July 4, 2008 and which have been transferred to the Bidder after expiry of the acceptance period.
Pursuant to Section 30 para. 1 sentence 1 no. 1 WpÜG, the voting interest of the Bidder in D+S europe AG is attributed in full to the persons acting jointly with the Bidder set out in Annex 1 and Annex 3 of the offer document.
To the knowledge of the Bidder, neither persons acting jointly with the Bidder pursuant to Section 2 para. 5 WpÜG nor their subsidiaries hold further D+S europe Shares as of the end of the acceptance period; also, to the knowledge of the Bidder, no voting rights resulting from further D+S europe Shares are attributed the Bidder, or persons acting jointly with the Bidder or their subsidiaries, pursuant to Section 30 WpÜG as of the end of the acceptance period.
Pursuant to Section 16 para. 2 sentence 1 WpÜG all shareholders of D+S Europe AG who have not yet accepted the Offer may still accept the Offer within two weeks after this publication, i.e. until
July 22, 2008, 24:00 hours
Central European Summer Time
pursuant to Section 4.5 in conjunction with Section 10.1.6 of the offer document.
Announcement
pursuant to Section 23 para. 2
German Securities Acquisition and Takeover Act (WpÜG)
On July 7, 2008, and, thereby, after publication of the offer document, the Bidder purchased a total number of 39,000 D+S europe Shares outside the offer on the stock exchange at a maximum purchase price of € 13.00 per share to be paid in cash. Such D+S europe Shares purchased on the stock exchange correspond to approx. 0.10 % of the registered share capital and the voting rights of D+S europe AG. The transfer of such D+S europe Shares to the Bidder is expected to take place on July 9, 2008.
Luxembourg, July 8, 2008
Pyramus S.à r.l.
Disclaimer:
This announcement is neither an offer to purchase nor a solicitation of an offer to sell any securities.
The offer document (“Offer Document”) for the Offer will be distributed solely in accordance with the provisions of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and in compliance with certain applicable provisions of the securities laws and regulations of the United States and certain exemptions from Canadian securities laws. The forwarding, distribution or other dissemination of the Offer Document or other documents relating to the Offer by third parties pursuant to applicable provisions of any legal system other than those of the Federal Republic of Germany, the United States of America and, in accordance with applicable exemptions therefrom, Canada, is not permitted and is not intended by the Bidder. Persons who come into possession of the Offer Document or other documents relating to the Offer outside the Federal Republic of Germany or the United States or Canada or who want to accept the Offer and are subject to the provisions of capital market or securities laws or regulations other than those of the Federal Republic of Germany or the United States or Canada are required to familiarize themselves and comply with the respective capital market or securities laws and regulations before accepting the Offer. The Bidder and the persons acting jointly with the Bidder expressly exclude all liability for non-compliance with applicable laws or regulations by third parties.
Deutsche Bank AG
Christian Werner, +49-69-910 36668
