R. Stahl AG: Management Board and Supervisory Board maintain their recommendation not to accept the takeover offer by Weidmüller

R. STAHL AG: Management Board and Supervisory Board maintain their recommendation not to accept the takeover offer by Weidmüller

- Amended offer price is not appropriate in financial terms

- Value of the R. STAHL share is in excess of the offer price

- Takeover not in the interest of the company

Waldenburg, 2 June 2014. The Management Board and the Supervisory Board of R. STAHL AG have today published their Joint Additional Reasoned Statement pursuant to Article 27 WpÜG on the modified offer made by Weidmüller Beteiligungsgesellschaft mbH on 13 June 2014. The Management Board and the Supervisory Board of R. STAHL believe that the amended offer price is not appropriate in financial terms. Therefore, they unanimously recommend that the shareholders of R. STAHL do not accept this takeover offer and do not tender their R. STAHL shares.

"The marginally increased offer price does not alter our position expressed in the statement from 2 June 2014. The takeover offer is not in the interest of R. STAHL AG, R. STAHL shareholders and the employees of the R. STAHL Group. In the last years, we have made significant investments in expanding the company and the offer price does not reflect the growth and profit potential of R. Stahl.

The marginally revised offer price is still not reflecting the share's true value. Shareholders should therefore not accept this offer, but benefit from the full potential of our company.

Incidentally, it is not for the first time that we hear about an offer price of EUR 50 per share. Weidmüller suggested this price to the shareholders of the founding families in March 2014, who clearly rejected the offer back then.

The shareholders of the founding families, who hold more than 50 per cent of Weidmüller's shares, are committed to standing firmly by the company - irrespective of the offer price - and the commitment remains in force despite the modified offer. In addition, Weidmüller cannot waive the minimum acceptance conditions or reduce the minimum acceptance threshold anymore. The Management Board and the Supervisory Board therefore expect the offer to ultimately fail on July 1, 2014," said Martin Schomaker, CEO of R. STAHL AG.

The full Reasoned Statement by the Management Board and the Supervisory Board has been posted today on the Internet at www.stahl.de in the "Investor Relations" section and has been published by announcement in the Federal Gazette (Bundesanzeiger). It is also available for issue and receipt free of charge at R. STAHL AG, Am Bahnhof 30, 74638 Waldenburg, Germany (order by fax to +49 7942 943 401395 giving full details of address).

About R. STAHL - www.stahl.de R. STAHL is one of the world's leading suppliers of electrical and electronic products and systems for explosion protection. These products and systems prevent explosions in risk areas, and contribute to the safety of people, machines and the environment. The portfolio ranges from products used in switching/ distributing, installing, operating/monitoring, lighting and signalling/alarming, up to automation. Typical customers operate in growth industries, such as the oil & gas industry, the chemical and pharmaceutical industries and the food industry. In 2013, global revenues of EUR 304.4 million were generated with over 1,850 employees.

The shares of R. STAHL AG are traded on the Regulated Market/Prime Standard of Deutsche Boerse (ISIN DE000A1PHBB5).

For further information:

R. STAHL AG
Am Bahnhof 30, 74638 Waldenburg (Württ. )

Bernd Marx (CFO)
Phone: +49 7942 943-1271

Nathalie Dirian (Investor Relations)
Phone: +49 7942 943-1395

e-mail: [email protected]