EANS-Adhoc: Miba Aktiengesellschaft / Mitterbauer Beteiligungs-Aktiengesellschaft plans takeover offer to free-float shareholders and delisting of Miba AG

=------------------------------------------------------------------------------- ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement. =-------------------------------------------------------------------------------

Capital measures 14.07.2015

Laakirchen, July 14, 2015 Miba AG ("Miba") was today informed by its majority shareholder, Mitterbauer Beteiligungs-Aktiengesellschaft ("MBAG") about a takeover offer addressed to free-float shareholders. Furthermore, Miba was informed that MBAG targets a squeeze-out and a delisting of the Miba preferred shares from the Vienna Stock Exchange presumably in the fourth quarter 2015: "MBAG intends to make a voluntary public offer in accordance with Sections 4 et seq of the Austrian Takeover Code ("ATC") to the shareholders of Miba to purchase all no par value preferred bearer shares Issue B of Miba which are listed for trading on the Vienna Stock Exchange (ISIN: AT0000734835). Shares which are already held by the bidder, parties acting in concert and the treasury shares held by the target company are excluded from the offer. Accordingly, the offer relates to 121.233 preferred shares of Issue B which corresponds to 9.33% in the entire share capital of the target company. The offer price will amount to EUR 550 per preferred share. In accordance with Sections 7, 10 ATC, MBAG will file today an offer document with the takeover commission. The offer document is expected to be published on or about July 30, 2015. The offer period will commence upon publication of the offer and will presumably last three weeks. MBAG today has approached Miba with its intention to launch squeeze-out proceedings in accordance with § 1 of the Shareholder-Squeeze-out-Act. MBAG today has acquired 80,788 preferred shares Issue B without voting or conversion rights (ISIN: AT0000734835) from MITTERBAUER Privatstiftung. Accordingly, it owns 870,000 ordinary voting shares which represent 100% of the voting rights in the shareholders' meeting of the target company, 130,000 non-voting preferred bearer shares Issue A which have a conversion right into ordinary bearer shares and 80,788 non-voting preferred bearer shares Issue B which have no conversion rights into ordinary bearer shares. This corresponds to a participation of MBAG in the entire issued share capital of Miba of 83.14%."

end of ad-hoc-announcement ================================================================================ The Miba Group Miba AG, which is a listed company (WKN 872002), is one of Austria's leading industrial and technology companies. Formed in Laakirchen in Upper Austria in 1927, the high-tech group today develops and manufactures its products at 22 sites in eleven countries. Miba products can be found in the passenger vehicles, trucks, construction machinery, trains, ships, aircraft and power plants made or built by the respective leading global manufacturers. The Company specializes in engine bearings, friction materials, sintered components and coatings. In addition, Miba manufactures passive electronic components such as resistors and cooling systems which are needed, among other things, in power transmission systems. Moreover, the Company develops and manufactures special machinery for high-precision machining of large components. Miba employs more than 5,000 members of staff. Revenue in fiscal year 2014-2015 amounted to EUR 669.3 million, while earnings before interest and tax (EBIT) were EUR 81.9 million.

end of announcement euro adhoc =-------------------------------------------------------------------------------

(END) Dow Jones Newswires

   July 14, 2015 03:57 ET (07:57 GMT)- - 03 57 AM EDT 07-14-15