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ElringKlinger AG

EANS-News: ElringKlinger AG resolves on capital increase from Authorized Capital

Dettingen/Erms (Germany), (euro adhoc) -

  Corporate news transmitted by euro adhoc. The issuer/originator is solely
  responsible for the content of this announcement.
Restructuring & Recapitalisations
October 5, 2010  +++  The
Management Board of ElringKlinger AG, with the approval of the 
Supervisory Board, today passed a resolution for the issuance of up 
to 5,759,990 new shares, without subscription rights. As a result of 
the transaction, the company's issued share capital will be raised to
up to EUR 63,359,990.
The issuance of up to 5,759,990 new, no-par-value registered shares, 
with a pro rata amount of the shares capital attributable to each 
share of EUR 1.00 is to be effected on the basis of partial 
utilization of the Authorized Capital approved at the General Meeting
of Shareholders held on May 21, 2010 (Authorized Capital 2010: EUR 
28,800,000). The new shares will have full dividend entitlement as of
January 1, 2010.
The 5,759,990 new no-par-value shares are to be offered to 
institutional investors by way of an accelerated bookbuilt offering. 
Deutsche Bank Aktiengesellschaft and Joh. Berenberg, Gossler & Co. KG
are acting as joint bookrunners for this transaction. Admission of 
the new shares to the Regulated Market of the Frankfurt Stock 
Exchange (Prime Standard) is expected to be granted on October 8, 
2010. Commencement of trading of the new shares on the Frankfurt 
Stock Exchange under the company's existing share listing is expected
for October 11, 2010.
ElringKlinger AG plans to use the proceeds of the equity offering 
mainly for the purpose of financing further dynamic growth and to 
optimize its financing structures. In particular, this includes: - 
the partial financing of the acquisition and integration of the 
Static Metal   Gaskets division of the Freudenberg Group - the 
expansion of the new "E-Mobility" business area - additional external
growth opportunities
In acquiring the Static Metal Gaskets business from the Freudenberg 
Group, ElringKlinger intends to further expand its international 
position in the area of cylinder-head gaskets and highly 
heat-resistant specialty gaskets for engines and exhaust systems. In 
the area of specialty gaskets, the overall product portfolio will be 
expanded to include several additional products, e.g. within the 
turbocharger and exhaust recirculation segment. At the same time, the
company's market position will be strengthened significantly in 
France and Italy in particular. In fiscal year 2011, the acquisition 
is expected to contribute around EUR 49 million to Group sales. 
ElringKlinger anticipates that the operating margin of the acquired 
business can be brought close Group level by 2012.
Additionally, the proceeds from the capital increase will make a 
significant contribution to ElringKlinger AG's efforts towards 
further extending its expertise within the area of alternative drive 
technology that the company has commenced strengthening already in 
2009. Within this context, Dr. Stefan Wolf, CEO of ElringKlinger AG, 
commented: "We operate within the area of fuel cell engineering and 
now also battery technology, in addition to serving the combustion 
engine segment with our classic range of products. Thus, we are well 
positioned to supply the appropriate products no matter which drive 
concept ultimately prevails. Given our credentials in this area, in 
20 years we will still be supplying innovative components tailored to
the personal mobility sector."
As regards to the focused expansion of the company's "E-Mobility" 
division, proceeds from the equity offering will contribute to the 
establishment of a Center of Excellence for battery and fuel cell 
technology as well as the introduction of a manufacturing plant for 
battery components used in lithium- ion batteries and complete fuel 
cell stacks at ElringKlinger's site in Dettingen/Erms (Germany).
ElringKlinger's success in establishing itself and expanding its 
position within the burgeoning battery technology market is reflected
in the recent contracts secured by the company within this area. Most
recently, ElringKlinger received another major order from an European
automobile manufacturer for the production of cell contact systems 
for rechargeable lithium-ion batteries to be used in hybrid vehicles 
and purely electrically powered cars. As from 2011, over the next 
four years the new battery components are expected to generate a 
total of approximately EUR 50 million in sales on the basis of orders
already received by the company.
The company's main shareholders - the families of Walter Herwarth 
Lechler as well as those representing the Klaus Lechler estate - have
expressed their support for the transaction.  To underline their 
long-term interests and support the company's strategic positioning, 
the main shareholders have agreed to a customary lock-up period of 
180 days. For the purpose of facilitating the settlement procedures 
of the capital increase, the temporary delivery of shares as part of 
a stock lending arrangement shall be exempted from this lock- up. The
transaction will prompt an increase in the free float of 
ElringKlinger's stock.
Disclaimer
This release neither constitutes an offer of securities for sale nor 
a solicitation of an offer to purchase securities.
In particular, this release and the information contained herein is 
not intended to be distributed into or within the United States of 
America. Securities may not be offered or sold in the United States 
of America absent registration or an exemption from registration 
under the U.S. Securities Act of 1933, as amended (the "Securities 
Act"). The securities described herein have not been and will not be 
registered under the Securities Act. The information furnished in 
this release is not intended to be available to any person in the 
United States of America or any US person (as that term is defined in
Regulation S under the US Securities Act ("Regulation S")).
Furthermore is this announcement only directed at persons who (i) are
outside the United Kingdom or (ii) are in the United Kingdom and 
either have professional experience in matters relating to 
investments who fall within Article 19(5) of the Financial Services 
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") 
or to persons who fall under Article 49 of the Order (high net worth 
companies, unincorporated associations etc). All such persons 
together are being defined as "relevant persons". This announcement 
must not be acted on or relied on by persons who are not relevant 
persons. Any investment or investment activity to which this 
announcement relates is available only to relevant persons and will 
be sold only to relevant persons.
end of announcement                               euro adhoc

Further inquiry note:

For further information, please contact:
ElringKlinger AG Investor Relations/PR
Max-Eyth-Straße 2, 72581 Dettingen/Erms
Phone: +49 (0)7123-724-640 / 137
Fax: +49 (0)7123-724-641
E-mail: stephan.haas@elringklinger.de

Branche: Automotive Equipment
ISIN: DE0007856023
WKN: 785602
Index: MDAX, Classic All Share, Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Düsseldorf / free trade
München / free trade
Stuttgart / regulated dealing

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