Porsche Automobil Holding SE: Longer public prosecutor investigations - impact on the timeline of the planned merger into VW and on the merger probability

Porsche Automobil Holding SE / Key word(s): Mergers & Acquisitions/Merger

23.02.2011 21:58

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
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The public prosecutor Stuttgart, Germany has informed yesterday that the
investigations against two former management board members of Porsche SE,
inter alia because of allegations of share price manipulation, take longer
than anticipated. The end of the investigations can be expected at the
earliest at the beginning of the year 2012. The outcome of the
investigations is relevant for the valuation of damage claims raised
against Porsche SE and based on alleged share price manipulation. This
valuation must be made for purposes of the merger of Porsche SE into
Volkswagen AG.

The legal and tax assessments of the merger of Porsche SE into Volkswagen
AG to be made under the basic agreement will likely be delayed. From the
management board's view this also reduces the probability that the merger
can be achieved under the timeline of the basic agreement (which requires
that the necessary shareholder resolutions on the merger are made in
2011)from previous 70 percent to 50 percent. This has corresponding impacts
on the valuation made in Porsche SE's consolidated financial statements of
the put and call options held by Porsche SE and Volkswagen AG in relation
to the indirect 50.1 percent stake (held through a trustee) in Porsche AG.

In view of the Porsche SE management board the overall probability of the
merger decreases in case of substantial delays in the merger process
compared to the timeline of the basic agreement.

However, the management board of Porsche SE currently is of the opinion
that the above mentioned assessments can be finalized so timely, that the
merger can be achieved even after 2011.

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Language: English
Company: Porsche Automobil Holding SE
Porscheplatz 1
70435 Stuttgart
Phone: +49 (0)711 911-11000
Fax: +49 (0)711 911-26375
E-mail: info@porsche.de
Internet: www.porsche-se.com
ISIN: DE000PAH0038
Listed: Regulierter Markt in Berlin, Frankfurt (General Standard),
München, Stuttgart; Freiverkehr in Düsseldorf, Hamburg,
Hannover; Terminbörse EUREX

End of Announcement DGAP News-Service