Both corporate bodies have independently of each other reviewed the Mandatory Offer, in particular the consideration offered for the Volkswagen Ordinary and Preference Shares. The Board of Management and the Supervisory Board have each reached a unanimous decision. During the decision making of the Supervisory Board, Supervisory Board members Prof. Dr. Ferdinand Piëch, Dr. Wendelin Wiedeking and Holger P. Härter abstained from voting.
The Statements of the Board of Management and the Supervisory Board contain, inter alia, the following comments:
On the basis of and in consideration of various financial analyses, the Board of Management have convinced themselves that the fundamental value of Volkswagen Shares exceeds the Offer Price for the Volkswagen Ordinary and Preference Shares. With regard to this valuation and the fact that the stock exchange prices for Volkswagen Shares are currently higher than the Offer Prices, the Board of Management cannot recommend the acceptance of the Mandatory Offer.
On the basis of the financial analyses available to the Supervisory Board and the current stock exchange prices of Volkswagen Shares the Supervisory Board concurs with the Management Board's assessment and also comes to the conclusion that it cannot recommend the acceptance of the Mandatory Offer.
Irrespective of this fact, the Board of Management and the Supervisory Board point out that each and every Volkswagen Shareholder will have to make their own decision as to whether and by how many Volkswagen Shares they accept the Offer made by Porsche taking into account the overall situation, their own individual circumstances and personal assessment of the potential of the future development of the company, its intrinsic value and the stock exchange price of the Volkswagen Shares.
By making reference to the statutory minimum price Dr. Ing. h.c. F. Porsche Aktiengesellschaft offers to pay Volkswagen Shareholders EUR 100.92 per Ordinary Share and EUR 65.54 per Preference Share. The Acceptance Period of the Mandatory Offer commenced on 30 April 2007 and will expire on 29 May 2007.
The complete Statements of the Board of Management and the Supervisory Board of Volkswagen Aktiengesellschaft concerning the Mandatory Offer made by Dr. Ing. h.c. F. Porsche Aktiengesellschaft are published on the website of Volkswagen at
http://www.volkswagenag.com/Statement_on_Porsche_Offer
The Statements are available in English and German.
Disclaimer:
This press release is not an offer for the purchase of shares and constitutes neither the Statements of the Board of Management and the Supervisory Board of Volkswagen Aktiengesellschaft concerning the Mandatory Offer made by Dr. Ing. h.c. F. Porsche Aktiengesellschaft nor a recommendation regarding the acceptance or non-acceptance of the Mandatory Offer. Volkswagen Shareholders should read the complete published Statements of the Board of Management and the Supervisory Board and should follow the further development of the stock exchange price closely.
In addition, the Mandatory Offer made to Dr. Ing. h.c. F. Porsche Aktiengesellschaft is not addressed to Volkswagen Shareholders whose place of residence, seat (Sitz) or habitual abode is Japan.
Source: Volkswagen
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