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

- Offer price is not appropriate in financial terms

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

- Takeover is 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 Reasoned Statement pursuant to Article 27 WpÜG on the offer made by Weidmüller Beteiligungsgesellschaft mbH on 20 May 2014. In this statement, they unanimously recommend that the shareholders of R. STAHL do not accept this takeover offer and do not tender their R. STAHL shares. The Management Board and the Supervisory Board of R. STAHL believe that the offer price is not appropriate in financial terms.

This assessment has been confirmed by an Inadequacy Opinion provided by audit and tax consultancy firm Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft. The appropriateness of the financial terms of the takeover offer were reviewed in the Inadequacy Opinion using methods based on capital value, and plausibility checks were carried out using multiples methods. In their opinion, Ebner Stolz assess the equity value per R. STAHL share as significantly in excess of the offer.

"The Management Board and the Supervisory Board are clearly of the opinion that 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," explained Martin Schomaker, CEO of R. STAHL AG. "We do not concur with the industrial logic put forward by Weidmüller. We have gained the impression that only the competitive and market position of the Weidmüller Group would improve but we do not believe that this would entail significant benefits for the further development of R. STAHL."

No member of the Management and the Supervisory Board who holds shares in R. STAHL intends to accept the takeover offer. R. STAHL will also not accept the takeover offer for the treasury shares it currently holds (10% of all shares in R. STAHL). Since the shareholders of the founding families, who hold more than 50 percent of the capital with voting rights, have made a commitment in written agreements on this matter not to sell their shares, the Management Board and the Supervisory Board do not anticipate that the offer made by Weidmüller will be successful in its present form.

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]