In the context of a possible exercising of call options and convertible bonds on shares of
RHI AG (also see the ad hoc release of RHI AG of January 11, 2007) on the part of the MS Private Foundation (MSPF) of the Austrian investor Martin Schlaff the MSPF has informed RHI AG that, due to the existing direct and indirect majority stake that RHI AG holds in Didier-Werke Aktiengesellschaft (DWAG) based in Wiesbaden, the point of law of a possible mandatory takeover bid by MSPS to the shareholders of DWAG may arise in accordance with the German Securities Acquisition and Takeover Act (WpÜG).
In this respect, RHI AG states that in principle it does not intend to accept a possible mandatory takeover bid by MSPS regarding the shares of DWAG, especially not at the valuations in the range of the current share price or the current minimum offer price in accordance with German takeover legislation because, as is generally known, the Didier Group forms an integral part of the global refractories activities of the RHI Group.
In the view of RHI AG, there is also the possibility to avoid a mandatory bid because in this context at least number three of the grounds for exemption in § 9 of the effective Offer Ordinance of the German Securities Acquisition and Takeover Act would become effective as the book value of the interest held in DWAG, directly and indirectly, amounts to less than 20% of the assets recorded in the books of RHI AG. This would, of course, apply not only to the MS Private Foundation but for any shareholder who, due to exceeding the relevant investment limits would have to make a mandatory takeover bid for Didier-Werke AG to RHI AG in accordance with German takeover legislation.