EANS-Adhoc: Andritz AG / ANDRITZ acquires 38.5% stake in Schuler AG, Germany, and announces takeover offer to purchase the remaining shares

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29.05.2012

Graz, May 29, 2012. International technology Group ANDRITZ based in
Graz, Austria, has signed an agreement with Schuler-Beteiligungen
GmbH to acquire the entire 38.5% interest held by
Schuler-Beteiligungen GmbH in publicly listed Schuler AG,
headquartered in Göppingen, Germany. The price per share amounts to
20.00 EUR in cash.

In addition, ANDRITZ has announced a voluntary public takeover offer
in accordance with Section 10, Para. 1, in conjunction with Sections
29 and 34 of the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz, WpÜG) to the remaining
shareholders for the acquisition of the outstanding shares (i.e.
61.5% of Schuler AG's capital stock). Via a German affiliate, ANDRITZ
is offering also the remaining shareholders of Schuler AG 20.00 EUR
per share in cash. The offer thus represents a premium of 26.34% over
the XETRA closing price for Schuler shares on May 28, 2012 (15.83
EUR) and 35.32% over the volume-weighted average XETRA price of the
share in the past three months (14.78 EUR). Enforcement of the
acquisition of Schuler-Beteiligungen GmbH's block of shares as well
as the takeover offer are exclusively contingent upon approval of
both transactions by the anti-trust authorities.

The ANDRITZ GROUP has a net cash position of approximately 1.3
billion Euros as of the end of March 2012 and is thus able to acquire
Schuler AG out of its own financial resources.

During the first six months of the current business year, Schuler was
able to increase its sales substantially to 581 million Euros (+44%
vs. the reference period of last year), assisted by the current high
investment activity in the automotive industry. With annual sales of
more than 1 billion Euros and more than 5,000 employees, Schuler
considers itself to be global leader in metal forming technology,
supplying complete press lines and automation systems for the
automotive and other metal processing industries. The company
operates branches and production sites all over the world and has a
strong presence particularly in the emerging markets of Asia and
South America. The ANDRITZ METALS business area is one of the world's
leading suppliers of complete lines for the production and further
processing of cold-rolled strip made of stainless steel, carbon
steel, and nonferrous metals. The planned acquisition of Schuler is
an attractive means of broadening the existing business activities of
ANDRITZ METALS. ANDRITZ is confident that Schuler will find favorable
opportunities to continue its growth within the ANDRITZ GROUP.

The ANDRITZ GROUP is a globally leading supplier of plants,
equipment, and services for hydropower stations, the pulp and paper
industry, solid/liquid separation in the municipal and industrial
sectors, the steel industry, and the production of animal feed and
biomass pellets. The company has a staff of approximately 17,000
employees worldwide. ANDRITZ increased its sales by 17% p.a. on
average during the past decade and raised its profitability at the
same time.

Important information: This announcement does not constitute an offer
to purchase nor an invitation to make an offer to sell shares of
Schuler AG. The final terms and conditions of the takeover offer as
well as further provisions regarding the takeover offer will be
disclosed in the offer document after permission is given to publish
the offer document by the German Federal Financial Supervisory
Authority. Investors and shareholders of Schuler AG are strongly
recommended to read the offer document and all documents in
connection with the takeover offer as soon as they are published as
they contain important information.

- End -

For further information, please contact:
Oliver Pokorny
Group Treasury, Corporate Communications & Investor Relations
Phone: +43 (316) 6902 1332
oliver.pokorny@andritz.com
www.andritz.com

The ANDRITZ GROUP International technology Group ANDRITZ is a
globally leading supplier of plants, equipment, and services for
hydropower stations, the pulp and paper industry, solid/liquid
separation in the municipal and industrial sectors, the steel
industry, and the production of animal feed and biomass pellets. In
addition, ANDRITZ offers technologies for certain other sectors
including automation, pumps, machinery for nonwovens and plastic
films, steam boiler plants, biomass boilers and gasification plants
for energy generation, flue gas cleaning plants, plants for the
production of panelboard (MDF), thermal sludge utilization, and
torrefaction plants. The publicly listed ANDRITZ GROUP is
headquartered in Graz, Austria, and has a staff of more than 17,000
employees worldwide. ANDRITZ operates over 180 production sites as
well as service and sales companies all around the world.

Further inquiry note:
Dr. Michael Buchbauer
Head of Investor Relations
Tel.: +43 316 6902 2979
Fax: +43 316 6902 465
mailto:michael.buchbauer@andritz.com

end of announcement euro adhoc
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issuer: Andritz AG
Stattegger Straße 18
A-8045 Graz
phone: +43 (0)316 6902-0
FAX: +43 (0)316 6902-415
mail: welcome@andritz.com
WWW: www.andritz.com
sector: Machine Manufacturing
ISIN: AT0000730007
indexes: WBI, ATX Prime, ATX, ATX five
stockmarkets: official market: Wien
language: English