TA Triumph-Adler AG

euro adhoc: TA Triumph-Adler AG
Mergers - Acquisitions - Takeovers
Kyocera Mita Corporation's voluntary public takeover given go-ahead as a result of the granting of anti-trust approval by the European Commission and the South African anti-trust ...

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21.01.2009

Nuremberg, January 21, 2009 - As TA Triumph-Adler AG has been informed today, the European Commission has today granted its anti-trust approval to the public takeover of TA Triumph-Adler AG by Kyocera Mita Corporation, Osaka, Japan. The anti-trust authorities of the Republic of South Africa had already yesterday announced that they had no anti-trust objections to Kyocera Mita Corporation's plan to acquire a larger stake in TA Triumph-Adler AG. All terms to which Kyocera Mita Corporation´s public takeover of December 13, 2008 are subject pursuant to Figure 4.1 of the offer document have consequently been satisfied.

Kyocera Mita Corporation has thus increased its future stake to a voting share of over 88% of the total number of voting rights in TA Triumph-Adler AG. The continued acceptance period during which further TA Triumph-Adler AG shareholders are entitled to accept the offer runs until February 2, 2009.

The satisfaction of the conditions to which the transaction is subject means it is now established that Kyocera Mita Corporation has exceeded the significant voting right threshold of 75% of the total number of shares in the course of its takeover offer, and has boosted its stake to a share of over 50% of the total number of voting rights in TA Triumph-Adler AG. As already communicated in the unscheduled announcement of January 19, 2009, and pursuant to § 8 c, Paragraph 1, Clause 2 of the German Corporation Income Tax Act, the latter in turn brings about the consequence that all tax loss carryforwards of TA Triumph-Adler AG and of its German subsidiaries already in existence as of this date are no longer tax-deductible.

The tax benefits arising from these loss carryforwards were capitalized as deferred tax assets to an amount of around EUR20 million pursuant to IFRS 12 in the interim financial statements of the TA Triumph-Adler Group as of September 30, 2008. In all likelihood, this item must now be written down in its entirety. Group earnings in the consolidated financial statements as of December 31, 2008 will consequently be correspondingly lower, and a charge will be applied to consolidated equity.

This accounting process has no impact on the balance sheet of the legally relevant parent company, TA Triumph-Adler AG, and has no effect on operating cash flow. Effects on components of Group financing cannot be excluded currently, however. This possibility was communicated to the affected parties ahead of the submission of the takeover offer. In this connection, the Management Board of TA Triumph-Adler AG refers to Section 7.2 of the offer document, in which Kyocera Mita declares that it will "enable the continuation of financing or corresponding replacement financing through appropriate measures".

Contact: TA Triumph-Adler AG Suedwestpark 23 D - 90449 Nuremberg Dr. Joachim Fleing Phone: +49 / 911 / 68 98 - 499 Fax: +49 / 911 / 68 98 - 200 ir@ta.ag www.triumph-adler.com

Bearer shares ISIN: DE0007495004, admitted to official trading (Prime Standard) on the Frankfurt stock exchange and on all German regional exchanges

Important notice: This press release contains forward-looking statements that are based on assumptions and estimates made by the management of TA Triumph-Adler AG. Even if the management of the company is of the view that these assumptions and estimates are appropriate, future actual developments and future actual events may diverge significantly from these assumptions and estimates due to various factors. These factors may include, by way of example, changes in the macroeconomic situation, exchange rates, interest rates, as well as changes both within the market and in the competitive environment as the result of technological change. TA Triumph-Adler AG provides no guarantee, and accepts no liability, if future developments, and results achieved in the future, do not accord with the assumptions and estimates expressed in this press release.

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ots Originaltext: TA Triumph-Adler AG
Im Internet recherchierbar: http://www.presseportal.ch

Further inquiry note:
Sonja Blättchen

Telefon: +49 (0)911 6898-104

E-Mail: sonja.blaettchen@triumph-adler.net

Branche: Semiconductors & active components
ISIN:      DE0007495004
WKN:        749500
Index:    CDAX, Classic All Share, Prime All Share
Börsen:  Börse Frankfurt / regulated dealing/prime standard
              Börse Berlin / free trade
              Börse Stuttgart / free trade
              Börse Düsseldorf / free trade
              Börse München / free trade



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