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    DGAP-Adhoc  2028  0 Kommentare KUKA Aktiengesellschaft: Tender Offer of KUKA Aktiengesellschaft relating to all outstanding shares of Swisslog Holding AG and Capital Increase from Authorized Capital - Seite 2


    tender offer and to be published in newspapers, will be published in Neuer
    Züricher Zeitung (in German language) and in Le Temps (in French language).
    Furthermore, the offer prospectus will be available, free of charge, in
    German and French language from Bank Vontobel AG, Gotthardstrasse 43,
    CH-8022 Zurich, Telephone: +41 (0)58 283 71 11; Fax: +41 (0)58 283 76 50,
    e-mail: prospectus@vontobel.ch.


    The tender offer shall partly be funded by KUKA Aktiengesellschaft by
    issuing new shares. Hence, the Executive Board of KUKA Aktiengesellschaft
    has, with today's approval of the Supervisory Board, resolved to increase
    the share capital of the company with the exclusion of the shareholder
    subscription rights by means of a partial utilization of the Authorized
    Capital 2011 by an amount up to EUR 4,661,498.40 to EUR 92,841,619.00 in
    exchange for cash contributions, provided the tender offer is successful.
    Up to 1,792,884 no par value bearer shares will be issued, representing a
    notional amount of EUR 2.60 per share and dividend entitlement from the
    fiscal year 2014 onwards.

    The subscription rights of shareholders are excluded on the basis of the
    authorization in Sec. 4 para. 5 sentence 4 of the Articles of Association.

    The Executive Board will - with respective approvals of the Supervisory
    Board - decide in separate resolutions about the execution of the share
    capital increase as well as the total number of new shares to be issued and
    the placement price. It is planned that Bank Joh. Berenberg, Gossler & Co.
    KG, Hamburg, shall be mandated to arrange the share placement. The
    placement price shall be determined in an accelerated bookbuilding process.
    The new shares will be subscribed by Bank Joh. Berenberg, Gossler & Co. KG.

    The new shares shall be admitted for trade, without prospectus, in the
    regulated market as well as the sub-segment of the regulated market with
    additional post-admission obligations (Prime Standard) on the Frankfurt
    Stock Exchange as well as the regulated market of the Stock Exchange
    Munich.


    Augsburg, 25 September 2014


    KUKA Aktiengesellschaft


    The Executive Board



    As to the tender offer

    The tender offer described or referenced in this announcement (the "Offer")
    is not directly or indirectly made in the United States of America, the
    United Kingdom, Japan, Australia, Canada or Japan nor in any other country
    or jurisdiction in which such Offer would be illegal, otherwise violate the
    applicable law or an ordinance or which would require KUKA
    Aktiengesellschaft to change the terms or conditions of the tender offer in
    any way, to submit an additional application to or to perform additional
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    DGAP-Adhoc KUKA Aktiengesellschaft: Tender Offer of KUKA Aktiengesellschaft relating to all outstanding shares of Swisslog Holding AG and Capital Increase from Authorized Capital - Seite 2 KUKA Aktiengesellschaft / Key word(s): Offer/Capital Increase 25.09.2014 20:03 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of …