Press Release
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Continental rejects takeover offer by the
Schaeffler Group
 Opportunistic approach does not reflect the full value of the Company
 There is no convincing strategic rationale for a business combination
 Schaeffler is trying to achieve control over Continental in an unlawful manner
 Continental is strongly positioned in its current form for the future
Hanover, July 16, 2008. On Tuesday, Continental AG was informed by the Schaeffler Group
about their decision to make a takeover offer for the company for €69.37 per share in cash. The
Executive Board of Continental rejects the offer. The offer is highly opportunistic, does not
come close to the true value of Continental, does not create trust and lacks a convincing
strategic rationale.
The Schaeffler Group takes advantage of the current challenging equity market environment to
acquire control over a strongly positioned technology company and to avoid paying an
appropriate premium to the other shareholders of Continental. According to our analysis, the
Schaeffler Group has secured access to 36 percent of the outstanding capital of Continental in
an unlawful manner – with the help of derivative positions and collaborating banks. This would
result in a comfortable voting majority at the shareholders meeting and may even lead to a
qualified voting majority.
The public statements, that the Schaeffler Group only aims to achieve a minority position and
intends to leave the sound structure of Continental unchanged, are doubtful in light of the
recent talks. The Executive Board of Continental therefore views the approach of the Schaeffler
group as not in the interest of the company and its shareholders.
Continental always welcomes long term investors and has addressed the approach from the
Schaeffler Group in an open and constructive way. The Executive Board of Continental was
therefore also willing to support a financial investment of 20 percent in the company. However,
the Schaeffler Group insisted on a controlling stake of more than 30 percent.
.../2
Your contact:
Hannes Boekhoff, Tel.: +49 511 938-1278
-2The strategic benefits of a closer collaboration of both companies are very limited. Schaeffler
would benefit from Continental, but Continental not from Schaeffler. Continental has an
outstanding potential as a standalone company in its current form.
The Executive Board of Continental will continue to act in the best interest of the company and
all of its stakeholders also in this manner.
The Executive Board and Supervisory Board of Continental will after further specification of the
intention of the bidder and after publication of the offer document take into consideration with
due care the interests of the company, its shareholders, employees and business partners and
will opine on the offer in the context of the legally required response according to Section 27
WpÜG (German Securities Acquisition and Takeover Act).
With targeted annual sales of more than €26.4 billion in 2008, the Continental Corporation is one of the top
automotive suppliers worldwide. As a supplier of brake systems, powertrain and chassis systems and
components, instrumentation, infotainment solutions, vehicle electronics, tires and engineering elastomers,
the company contributes to enhanced driving safety and global climate protection. Continental is also a
competent partner in networked automobile communication. The company currently employs approximately
150,000 staff at almost 200 locations in 36 countries.
Dr. Heimo Prokop
Senior Vice President
Corporate Communications
Continental AG
Vahrenwalder Str. 9
D-30165 Hanover
Ph.: +49 511 938-1485
Fax: +49 511 938-1055
E-Mail: prkonzern@conti.de
Hannes Boekhoff
Vice President
Media Relations
Continental AG
Vahrenwalder Str. 9
D-30165 Hanover
Ph.: +49 511 938-1278
Fax: +49 511 938-1055
E-Mail: prkonzern@conti.de
Online media databases: www.mediacenter.continental-corporation.com
Your contact:
Hannes Boekhoff, Tel.: +49 511 938-1278