KUKA decides capital increase about EUR 45.5 million
KUKA AG is offering its shareholders around 4.66 million new common bearer shares at a price of EUR 9.75. The gross proceeds is thus EUR 45.4 million. Shareholders are entitled to receive one new share for every six old shares
June 7, 2010
As per the authorization granted at KUKA Aktiengesellschaft's Annual General Meeting dated April 29, 2009, KUKA Aktiengesellschaft's Executive Board, with the approval of the Supervisory Board, has today resolved to increase the company's share capital of EUR 76,075,974.00 by EUR 12,104,146.60 to EUR 88,180,120.60 against cash contributions, by partially utilizing the authorized Capital II (2009) of EUR 27,584,026.00 and by issuing 4,655,441 new no par value bearer shares, representing a notional amount of EUR 2.60 per share ("New Shares").
The New Shares will be offered to shareholders for subscription in a ratio of 1 New Share for 6 existing shares. The subscription period presumably starts on June 9, 2010 and presumably ends on June 22, 2010. The New Shares have a full dividend entitlement from January 1, 2010. The subscription price to shareholders for each New Share is EUR 9.75 ("Subscription Price").
UniCredit Bank AG, Munich, and COMMERZBANK Aktiengesellschaft, Frankfurt am Main, acting as Joint Bookrunners for the rights issue, undertook to subscribe for and underwrite the New Shares pursuant to the underwriting and placement agreement entered into with the company today. Subject to any Joint Bookrunners’ contractual rights of withdrawal, the company hereby will receive gross proceeds (before deduction of fees and transaction costs) in the amount of EUR 45,390,549.75. The major shareholders Grenzebach Maschinenbau GmbH and Wyser-Pratte Management Co., Inc. have committed to the Joint Bookrunners to support the capital increase, inter alia by exercising subscription rights.
Shareholders can exercise their subscription rights via their depository banks at the domestic offices of UniCredit Bank AG and COMMERZBANK Aktiengesellschaft. UniCredit Bank AG will arrange for trading of subscription rights on the regulated Frankfurt stock exchange (floor trading) from presumably June 9, 2010 to presumably June 18, 2010. Details regarding the subscription for the New Shares in the course of the rights issue will be published in the electronic version of the Bundesanzeiger on presumably June 8, 2010 and in Frankfurter Allgemeine Zeitung on presumably June 9, 2010.
The company intends to use the proceeds net of fees and cost of the capital increase to (i) improve the company's equity position, strengthen the balance sheet and finance the working capital needs, (ii) set up and expand the business activities newly bundled in the Advanced Robotics unit through focused investments in research and development as well as enhancing the sales and marketing activities for new products, and (iii) create financial and strategic flexibility to further grow the KUKA Robotics and KUKA Systems divisions.
Dr. Till Reuter, CEO of KUKA AG, commented as follows: "With the capital increase announced today, KUKA has taken the most important step toward extending its financing. Additionally, KUKA will execute forward-looking projects in the field of robotics and will continue to systematically implement its profitable growth strategy in the years to come.”
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.