EANS-Adhoc

PALFINGER intends to make a takeover bid for Norwegian TTS Group ASA

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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
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announcement.
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Mergers - Acquisitions - Takeovers
19.06.2016

+++ This press release does not constitute an offer for the
acquisition of shares in TTS Group ASA but is merely designed to
inform the public about the state of a potential acquisition project
by PALFINGER AG. An outline of this Transaction will be disclosed
today on the websites of TTS Group ASA and PALFINGER AG in accordance
with the Norwegian Stock Exchange Act. +++

* PALFINGER is offering NOK 5.60 in cash for one TTS share in the
event of a positive due diligence outcome * 100 per cent
acquisition planned * Board of Directors of TTS recommends acceptance
of the intended offer * Closing of transaction possible in three to
six months * Marine business would become the PALFINGER Group's
strong second mainstay

Bergheim/Bergen, 19 June 2016

PALFINGER AG, a company listed on the Vienna Stock Exchange and
headquartered in Bergheim/Salzburg, intends to make a takeover bid,
via its subsidiary Palfinger Marine GmbH, Salzburg, for all of the
shares in Norwegian Bergen-headquartered TTS Group ASA. For every
share traded on the Oslo Stock Exchange, a cash amount of NOK 5.60
would be offered. Subject to a positive outcome of the due diligence
audit, the offer would be made in agreement with the Board of
Directors of TTS, and TTS would recommend its shareholders to accept
the offer.

Subject to the positive outcome of the due diligence audit and the
official approvals, the intended acquisition is expected to be
finalized in the fourth quarter of this year, but latest in January
2017. The offer, which will be made in accordance with the Norwegian
Securities Trading Act, also has the support of approx. 67 per cent
of the shareholders, among them TTS's largest shareholder group, the
Skeie family, which holds approx. 32 per cent of the shares. The
offer will become effective subject to the approval of 90 per cent of
the shareholders. The formal offer document should be disclosed
within four weeks from now. The offer period will end four weeks
after disclosure.

The TTS Group, headquartered in Bergen, has global operations with a
focus on the design, development and supply of equipment solutions
and services for the marine and offshore oil and gas industries.

+++ This press release does not constitute an offer for the
acquisition of shares in TTS Group ASA but is merely designed to
inform the public about the state of a potential acquisition project
by PALFINGER AG. An outline of this Transaction will be disclosed
today on the websites of TTS Group ASA and PALFINGER AG in accordance
with the Norwegian Stock Exchange Act. +++

Further inquiry note:
Hannes Roither, PALFINGER AG
Company Spokesperson
Tel.: [phone]
mailto: [e-mail]
www.palfinger.ag

end of announcement euro adhoc
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issuer: Palfinger AG
Lamprechtshausener Bundesstraße 8
A-5020 Salzburg
phone: [phone]
FAX: [phone]
mail: [e-mail]
WWW: www.palfinger.ag
sector: Machine Manufacturing
ISIN: AT0000758305
indexes: Prime Market
stockmarkets: official market: Wien
language: English