05/11/2007

Schuler AG to hold around 96.5 percent of Müller Weingarten AG on completion of takeover bid

Müller Weingarten shareholders accept takeover offer / squeeze-out initiated

Göppingen - The mandatory offer of Schuler AG resulted in the purchase of approx. 32 percent of shares in Müller Weingarten AG as of May 10, 2007, 12:00. On completion of the mandatory offer, Schuler AG will therefore hold a total of at least 96.47 percent or 8,103,590 shares of Müller Weingarten AG. The free float proportion will thus be less than 5 percent of Müller Weingarten shares. When the mandatory offer finishes on May 15, 2007, Schuler AG will initiate a squeeze-out process, as announced. During this process, the shares of the remaining minority shareholders in Müller Weingarten AG are to be transferred to Schuler AG in return for a cash compensation of € 15.74 per share.

Jürgen Tonn, Chairman of the Board of Management of Schuler AG, stated: "With the success of our offer, we have completed the next scheduled step toward the full merger of Müller Weingarten AG and Schuler AG. We now have the necessary latitude to exploit the new growth opportunities created by this merger and to enhance the market positioning of the new company Schuler Weingarten AG as a global leader in forming technology for the metalworking industry."

The decision to acquire Müller Weingarten AG was taken by Schuler’s Board of Management and Supervisory Board on March 27, 2007. In a first step, 64.49 percent of shares in Müller Weingarten AG were acquired from Metzler Beteiligungsgesellschaft mbH in Frankfurt, Germany. The new company will trade under the name "Schuler Weingarten AG". It is already the technological and global market leader with a world-wide market share of around 35 percent and annual sales of over € 900 million.

The two companies complement each other in many respects and their combination is above all aimed at implementing a common growth strategy. The drivers of this growth will be new, innovative products resulting from considerably enhanced engineering potential, a stronger presence in the world’s growth markets – in particular Asia and Eastern Europe – and the expansion of the successful services business. The ability of Schuler Weingarten AG to adapt to future needs will also help secure jobs in Germany for years to come.

The complete takeover is expected by the end of the current year. On April 17, 2007, Schuler AG made a mandatory offer to the shareholders of Müller Weingarten AG to acquire their no-par value, bearer shares listed on the German stock exchange, as well as those no-par value, bearer shares not listed, for a payment of € 15.74 per share ("mandatory offer"). The mandatory offer period ends on May 15, 2007, 24:00 (CET), unless extended in accordance with statutory regulations.