Unsolicited takeover attempt failed: R. STAHL AG remains independent

Unsolicited takeover attempt failed: R. STAHL AG remains independent

- Weidmüller does not achieve threshold

- Clear alignment on profitable growth in explosion protection

- CEO Martin Schomaker: "A good day for shareholders, employees and customers"

Waldenburg, 4. July 2014. R. STAHL AG is set to continue its growth trajectory independently. The hostile takeover attempt by Weidmüller Beteiligungsgesellschaft mbH has definitively failed. The Executive Board and Supervisory Board of R. STAHL AG welcome the result and assess the outcome as clear evidence of a vote of confidence by the shareholders who played a major role in safeguarding the independence of R. STAHL. "Today is a good day for our shareholders, employees and customers," said Martin Schomaker, Chief Executive Officer of R. STAHL AG. "We look forward to continuing our success story as a specialist in explosion protection with strong growth and being in a position to reap the harvest generated by our investments".

When the offer period ended at midnight on 1. July 2014, the attempt by Weidmüller to take over the company in a public offer made to all shareholders finally failed. Ultimately, shares which only represent 17.10 percent of the authorized capital of R. STAHL AG had been submitted for sale. This means that the minimum takeover threshold defined by Weidmüller in its offer was not reached. At the same time, the result shows that, besides the shareholders of the founding families, a significant number of free-float shareholders expect a higher medium-term potential of the R. STAHL share than Weidmüller's offer price suggested.

The hostile takeover by Weidmüller encountered significant opposition from the majority of the shareholders of R. STAHL right from the start. The shareholders of the founding families, which hold more than 50 percent of the voting rights, had clearly signalled to Weidmüller before the public offer was submitted that they saw themselves as major shareholders with a long-term perspective and were therefore not interested in selling their shares. The representatives of the workforce also took up a negative position to the attempted takeover at an early stage. Ultimately, the Executive Board and the Supervisory Board of R. STAHL AG unanimously rejected the takeover bid and at the same time highlighted the lack of identifiable benefits for R. STAHL and the constraints such a takeover would put on the growth trajectory.

"The retention of our independence is an overwhelming vote of confidence in the work of the Executive Board and the Supervisory Board. We would like to thank all the shareholders who have decided to remain shareholders in R. STAHL," continued Schomaker. "This support provides a challenge and an incentive for us to continue our successful growth trajectory in explosion protection with all the powers at our disposal. We have laid the foundations with our investments - now we would like to reap the harvest together."

Schomaker also took the opportunity to thank the employees of the company. "This takeover attempt has brought the employee representatives, the workforce, managers and the Executive Board even closer together. We have delivered impressive proof that R. STAHL is a company with a culture where people can rely on each other. Let us continue to harness this team spirit as we move forward."

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]