Publication of the decision to make a public takeover offer pursuant to
Section 10 paras. 1 and 3 in conjunction with Sections 29 para. 1 and 34
of the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz)
Bidder:
AB 13/10 Vermögensverwaltungs GmbH (in the future: MBT Systems GmbH)
Elisabeth-Selbert-Straße
19
40764 Langenfeld
Germany
registered with the commercial register of the local court (Amtsgericht)
Munich under registration no. HRB 189449
Target Company:
Roth & Rau AG
An der Baumschule 6 - 8
09337
Hohenstein-Ernstthal
Germany
registered with the commercial register of the local court (Amtsgericht)
Chemnitz under registration no. HRB 19213
ISIN DE000A0JCZ51 (WKN
A0JCZ5)
On 11 April 2011, AB 13/10 Vermögensverwaltungs GmbH (in the future: MBT
Systems GmbH; hereinafter 'MBT Systems GmbH')has decided to make a
public takeover offer to the shareholders of Roth & Rau AG,
Hohenstein-Ernstthal, to acquire their non-par value bearer shares in
Roth & Rau AG, each share with a notional par value of EUR 1.00 per
share, by means of a voluntary public takeover offer against payment of
a cash consideration of EUR 22 per non-par value share.
The voluntary public takeover offer will presumably be made subject to
certain conditions precedent, in particular upon certain regulatory
clearances being obtained, and will otherwise be made in accordance with
the terms set out in the offer document.
The offer document will be published on the internet at
http://www.meyerburger.com/en/investor-relations/takeover-offer-roth-rau-ag/disclaimer/
following the receipt of the permission of the publication from the
German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht).
MBT Systems GmbH is a wholly-owned subsidiary of Meyer Burger Technology
AG, Baar, Switzerland.
Important notice:
This announcement is neither an offer to purchase or sell, nor a
solicitation of an offer to purchase or sell, shares in Roth & Rau AG.
The final conditions and further provisions regarding the takeover offer
will be communicated in the offer document after the publication has
been permitted by the German Federal Financial Supervisory Authority.
MBT Systems GmbH reserves the right to change the terms and conditions
of the offer to the extent permissible under applicable law.
Shareholders of Roth & Rau AG are strongly advised to read the offer
document as well as all other documents in connection with the offer as
soon as these are published, since these will contain important
information.
Baar, 11 April 2011
AB 13/10 Vermögensverwaltungs GmbH
(in the future: MBT Systems GmbH)
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WPÜG Dampfstraße 11 10111 Dampfhausen Deutschland
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