EANS-News: Salzgitter AG prices offering of bonds exchangeable into shares of Aurubis AG

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Corporate news transmitted by euro adhoc. The issuer/originator is solely
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Capital measures

Salzgitter (euro adhoc) - Salzgitter, October 28, 2010

Not for publication or distribution in the United States, Australia,
Canada, Japan or South Africa

Salzgitter AG prices offering of bonds exchangeable into shares of
Aurubis AG

Issue size: approx. EUR 275 million
Coupon: 2.00%
Exchange price: EUR 46.9019

Salzgitter AG successfully placed approx. EUR 275 million senior
unsecured bonds exchangeable into shares of Aurubis AG (the "Bonds")
with domestic and international institutional investors outside of
the US only. The Bonds have been oversubscribed several times. With
this transaction, Salzgitter AG diversifies its funding sources and
intends to use the proceeds from the sale of the exchangeable bonds
for general corporate purposes.

After completion of the accelerated bookbuilding, the offering size
is EUR 275 million (over approximately 5.8 million shares of Aurubis
AG initially). In addition, Salzgitter AG has granted the Joint
Bookrunners a greenshoe option of up to EUR 25 million to cover
over-allotments (if any). The maximum number of underlying Aurubis AG
shares assuming exercise of the greenshoe option will therefore
initially be approximately 6.4 million, representing approximately
16% of the current share capital of Aurubis AG. The final issue size
can amount up to EUR 300 million.

The Bonds will be issued by Salzgitter Finance B.V., a wholly-owned
Dutch subsidiary of Salzgitter AG, and are guaranteed by Salzgitter
AG. The Bonds will have a maturity of seven years and are callable by
the Issuer on or after 28 November 2013 if the Aurubis AG share price
(over a certain period) exceeds 130% of the then applicable exchange
price. Holders of the Bonds will be entitled to require an early
redemption of their Bonds on the fifth anniversary of the issue date,
at the principal amount plus accrued interest. The annual coupon has
been set at 2.00% from a range of 1.75% to 2.50%. The exchange price
has been set at EUR 46.9019 which represents an exchange premium of
25% above the reference price of EUR 37.5215 Settlement will take
place on or around 8 November 2010. Salzgitter AG intends to list the
Bonds on the Open Market (Freiverkehr) segment of the Frankfurt Stock
Exchange.

BofA Merrill Lynch, Commerzbank and Deutsche Bank are acting as Joint
Bookrunners and Lead Managers in relation to the transaction. From
the date of the announcement of the final terms of the Bonds, BofA
Merrill Lynch, as stabilisation manager, may over-allot or effect
transactions with a view to supporting the market price of the Bonds
at a level higher than that which might otherwise prevail. Such
stabilising, if commenced, must be brought to an end no later than 5
November 2010. If commenced, such stabilising may lead to a market
price of the Bonds which may be higher than the level that would
exist if no such stabilising measures were taken and may indicate to
the market a price stability which without such stabilising might not
prevail. However, there is no obligation to engage in such
stabilisation activities and such stabilisation, if commenced (which
may not occur before the final terms of the Bonds have been
announced), may be discontinued at any time. Stabilisation/FSA.

IMPORTANT NOTE - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (OR
TO US PERSONS), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA, OR IN ANY
OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW

This press release is for information purposes only and does not
constitute or form part of, and should not be construed as an offer
or an invitation to sell, or issue or the solicitation of any offer
to buy or subscribe for, any securities. In connection with this
transaction there has not been, nor will there be, any public
offering of any securities. No prospectus will be prepared in
connection with the offering. The Bonds may not be offered to the
public in any jurisdiction in circumstances which would require the
Issuer of the Bonds to prepare or register any prospectus or offering
document relating to the Bonds in such jurisdiction.

The distribution of this press release and the offer and sale of the
Bonds in certain jurisdictions may be restricted by law. Any persons
reading this press release should inform themselves of and observe
any such restrictions. This press release does not constitute an
offer to sell or a solicitation of an offer to purchase any
securities in the United States. The securities referred to herein
(including the Bonds and the shares of Aurubis AG) have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act") or the laws of any state within the
U.S., and may not be offered or sold in the United States or to or
for the account or benefit of U.S. persons, except in a transaction
not subject to, or pursuant to an applicable exemption from, the
registration requirements of the Securities Act or any state
securities laws. This press release and the information contained
herein may not be distributed or sent into the United States, or in
any other jurisdiction in which offers or sales of the securities
described herein would be prohibited by applicable laws and should
not be distributed to United States persons or publications with a
general circulation in the United States. No offering of the Bonds is
being made in the United States.

Subject to certain exceptions, the securities referred to herein
(including the Bonds and the shares of Aurubis AG) may not be
offered or sold in Australia, Canada, Japan or South Africa to, or
for the account or benefit of, any national, resident or citizen of
Australia, Canada, Japan or South Africa. The offer and sale of the
securities referred to herein has not been and will not be registered
under the applicable securities laws of Australia, Canada or Japan.

In the United Kingdom, this press release is only being distributed
to and is only directed at (i) persons who have professional
experience in matters relating to investments falling within Article
19(1) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") and (ii) high net worth entities
falling within Article 49(2) of the Order and (iii) persons to whom
it would otherwise be lawful to distribute it (all such persons
together being referred to as "relevant persons"). The Bonds are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such Bonds will be engaged in only
with, relevant persons. Any person who is not a relevant person
should not act or rely on this press release or any of its contents.

The Joint Bookrunners are acting on behalf of the Issuer and
Salzgitter and no one else in connection with the securities and will
not be responsible to any other person for providing the protections
afforded to clients of the Joint Bookrunners, or for providing advice
in relation to the securities. In connection with the offering of the
Bonds, each of the Joint Bookrunners and any of their respective
affiliates acting as an investor for their own account may take up
Bonds and in that capacity may retain, purchase or sell for its own
account such securities and any securities of the Issuer, Salzgitter
or Aurubis or any related investments and may offer or sell such
securities or other investments otherwise than in connection with the
offering of the Bonds. The Joint Bookrunners do not intend to
disclose the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligation to do so.

Any offer if made may only be addressed to and directed, in member
states of the European Economic Area which have implemented the
Prospectus Directive (each, a "relevant member state"), at persons
who are "qualified investors" within the meaning of Article 2(1)(e)
of the Prospectus Directive (Directive 2003/71/EC) and pursuant to
the relevant implementing rules and regulations adopted by each
relevant member state ("Qualified Investors").

Each person who initially acquires any securities or to whom any
offer of securities may be made will be deemed to have represented,
acknowledged and agreed that it is a Qualified Investor as defined
above.

In the case of any securities being offered to any investor as a
financial intermediary as that term is used in Article 3(2) of the
Prospectus Directive, such investor will also be deemed to have
represented and agreed that the securities acquired by it in the
offering have not been acquired on behalf of persons in the EEA other
than Qualified Investors or persons in the UK and other member states
(where equivalent legislation exists) for whom the investor has
authority to make decisions on a wholly discretionary basis, nor have
the securities been acquired with a view to their offer or resale in
the EEA where this would result in a requirement for publication by
the Issuer, the Joint Bookrunners or any other manager of a
prospectus pursuant to Article 3 of the Prospectus Directive, unless
the prior consent of the Joint Bookrunners has been obtained to such
offer or resale.

Further information can be obtained on the webpage of Salzgitter AG:
www.salzgitter-ag.de

end of announcement euro adhoc
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ots Originaltext: Salzgitter AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Markus Heidler

+49 (0) 5341/21-6105

heidler.m@salzgitter-ag.de

Branche: Iron & Steel
ISIN: DE0006202005
WKN: 620200
Index: Midcap Market Index, MDAX, CDAX, Classic All Share, Prime All
Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
Hannover / free trade
München / free trade