2002-013pc

Public takeover bid at € 26.50 Euro per share Edscha with new majority shareholder Carlyle

Remscheid, November 12, 2002 - EdCar Beteiligungs GmbH & Co. KG of Munich, in which private equity funds managed by The Carlyle Group hold a majority stake, today announced its decision to place a voluntary public takeover offer for all shares in Edscha AG (ISIN DE0005633002).


EdCar intends to offer a purchase price of € 26.50 per share in cash. That corresponds to a 7 % premium on the last XETRA closing price (€ 24.80) prior to the announcement (11 November), a 10 % premium on the share's average price weighted by volume over the previous three months (€ 23.80), and a 17 % premium on the share's average price weighted by volume over the previous twelve months (€ 22.71) . Following approval by BAFin, the German financial services supervisory authority, the offer documentation will be posted on the Internet, presumably within the first two weeks of December.


Prior to this announcement, EdCar agreed to acquire the Edscha share capital of


- PCI Edscha Partners C.V. (27.6 %),
- Deutsche Beteiligungs AG (14.8 %),
- Mr. Horst Kuschetzki (23.3 %) and
- Flint Echo B.V. (4.8 %)
at € 26 per share.


The takeover offer is to be subject to the condition that the purchase of shares held by the major shareholders mentioned above is approved by the supervisory authorities and that EdCar Beteiligungs GmbH & Co. KG acquires a majority of at least 75 % of Edscha AG's capital stock.


In May 2002, Edscha had announced the intention of financial investors PCI Edscha Partners and Deutsche Beteiligungs AG to sell their holdings in a structured process. The Management Board was closely involved in this process. "With Carlyle we have found a partner with deep industry know how. Carlyle shares our strategic views and wants to partner with us on a long term basis," confirms Horst Kuschetzki, Edscha's CEO.


Carlyle will hold a 77 % share in EdCar while 23 % will be owned by Edscha's four members of the Management Board Horst Kuschetzki, Peter Mazzucco, Axel Schulmeyer and Dr. Hagen Wiesner. "The entrepreneurial influence in the Company is being extended as a result. In view of the fact that the financial investors wished to sell, this was the right way to reorganise the ownership structure for the future," states Kuschetzki.


"The Edscha management team has demonstrated that it can manage the company successfully even in a difficult environment. We will support their strategy and contribute our industry experience and international presence," says Heiner Rutt, managing director of Carlyle Germany.


The Carlyle Group, Washington DC, is one of the world's largest private equity firms, with more than € 13 billion of capital under management. In Europe, Carlyle has made more than a dozen investments. In the German-speaking area, Carlyle currently has four more holdings: Andritz AG of Graz in Austria, Beru AG of Ludwigsburg, Honsel KG of Meschede and Messer Eutectic Castolin Group of Kriftel near Frankfurt.


The Edscha Group supplies the automotive industry worldwide with its products and know-how. In the niche markets for Hinge Systems, Convertible Roof Systems and Sliding Roofs for Trucks, Edscha holds leading competitive positions, and in the Driver Controls business division, Edscha is well on its way there. The know-how of leading vehicle development company IVM Automotive, which was acquired in July 2002, will enable Edscha to open up attractive niches throughout the automotive sector. In the current financial year 2002/2003 (30 June), Edscha plans to achieve sales of € 950 million with 6,000 employees. Since 31 March 1999, Edscha has been quoted on the SMAX, the segment of the Deutsche Börse for small and medium-sized companies. The issue price was € 13 per share.


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