“Great Interest” Shown in Conti Capital Increase

Continental AG reports that its capital increase and the 31 million new shares it released have been met with “great interest” by free float shareholders. The company announced on January 26 that free float shareholders purchased 99.4 per cent of the 3,408,130 new shares allotted to them. The remaining new shares for, which subscription rights were not exercised and which were placed already with investors on January 6 and 12 under a reservation of rights being exercised by a bank syndicate headed by Deutsche Bank AG, Goldman Sachs International and J.P. Morgan Securities Ltd., will now be issued. The final delivery and settlement will be executed on January 28, 2010. With the capital increase, Continental AG achieved gross proceeds of some €1.114 billion.

Alongside 24.55 million new shares at a fixed subscription price of €35 per share, a price of €40 per share was set for the remaining 6.45 million new shares in the framework of an accelerated bookbuilt offering (ABO). Continental’s major shareholders Schaeffler KG, M.M. Warburg & Co KGaA and B. Metzler seel. Sohn & Co., who held a total of 88.9 per cent of the capital stock before the capital increase, made a commitment to refrain from exercising their subscription rights for new shares and from transferring such rights to third parties. The issue of 31 million shares increases the company’s capital stock by €79,360,000.00, raising it from €432,655,316.48 to €512,015,316.48.

“We have now very successfully implemented the key elements of our extensive refinancing package. The support of the banks in implementing the concept and the very great interest shown by new investors as well as free float shareholders in the capital increase are for us an explicit demonstration of trust in the feasibility of our greatly improved financial and capital structure as well as in Continental’s opportunities for the future,” said Continental Executive Board chairman Dr. Elmar Degenhart. “Moreover, it continues to be of utmost importance that we reduce indebtedness.”

Before the capital increase on December 19, 2009, the company had already negotiated a modification of credit agreements and a forward start facility (FSF) in the amount of €2.5 billion with its creditor banks. Continental will use the funds from the FSF and the proceeds from the capital increase to repay the €3.5 billion tranche B of the syndicated credit facility due in August 2010. The company financed the acquisition of Siemens VDO with this syndicated credit facility, which originally amounted to €13.5 billion.