EANS-Adhoc: Miba Aktiengesellschaft / Mitterbauer Beteiligungs-Aktiengesellschaft plans takeover offer to free-float shareholders and delisting of Miba AG

--------------------------------------------------------------------------------
ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is solely responsible for the content of this
announcement.
--------------------------------------------------------------------------------

Capital measures
14.07.2015

Laakirchen, July 14, 2015 Miba AG ("Miba") was today informed by its
majority shareholder, Mitterbauer Beteiligungs-Aktiengesellschaft
("MBAG") about a takeover offer addressed to free-float shareholders.
Furthermore, Miba was informed that MBAG targets a squeeze-out and a
delisting of the Miba preferred shares from the Vienna Stock Exchange
presumably in the fourth quarter 2015: "MBAG intends to make a
voluntary public offer in accordance with Sections 4 et seq of the
Austrian Takeover Code ("ATC") to the shareholders of Miba to
purchase all no par value preferred bearer shares Issue B of Miba
which are listed for trading on the Vienna Stock Exchange (ISIN:
AT0000734835). Shares which are already held by the bidder, parties
acting in concert and the treasury shares held by the target company
are excluded from the offer. Accordingly, the offer relates to
121.233 preferred shares of Issue B which corresponds to 9.33% in the
entire share capital of the target company. The offer price will
amount to EUR 550 per preferred share. In accordance with Sections 7,
10 ATC, MBAG will file today an offer document with the takeover
commission. The offer document is expected to be published on or
about July 30, 2015. The offer period will commence upon publication
of the offer and will presumably last three weeks. MBAG today has
approached Miba with its intention to launch squeeze-out proceedings
in accordance with § 1 of the Shareholder-Squeeze-out-Act. MBAG today
has acquired 80,788 preferred shares Issue B without voting or
conversion rights (ISIN: AT0000734835) from MITTERBAUER
Privatstiftung. Accordingly, it owns 870,000 ordinary voting shares
which represent 100% of the voting rights in the shareholders'
meeting of the target company, 130,000 non-voting preferred bearer
shares Issue A which have a conversion right into ordinary bearer
shares and 80,788 non-voting preferred bearer shares Issue B which
have no conversion rights into ordinary bearer shares. This
corresponds to a participation of MBAG in the entire issued share
capital of Miba of 83.14%."

end of ad-hoc-announcement ==========================================
====================================== The Miba Group Miba AG, which
is a listed company (WKN 872002), is one of Austria's leading
industrial and technology companies. Formed in Laakirchen in Upper
Austria in 1927, the high-tech group today develops and manufactures
its products at 22 sites in eleven countries. Miba products can be
found in the passenger vehicles, trucks, construction machinery,
trains, ships, aircraft and power plants made or built by the
respective leading global manufacturers. The Company specializes in
engine bearings, friction materials, sintered components and
coatings. In addition, Miba manufactures passive electronic
components such as resistors and cooling systems which are needed,
among other things, in power transmission systems. Moreover, the
Company develops and manufactures special machinery for
high-precision machining of large components. Miba employs more than
5,000 members of staff. Revenue in fiscal year 2014-2015 amounted to
EUR 669.3 million, while earnings before interest and tax (EBIT) were
EUR 81.9 million.

Further inquiry note:
Mag. Valerie Weixlbaumer-Pekari
Head of Corporate Communications & Marketing Services
Tel.: +43/664/5416364
mailto: valerie.weixlbaumer@miba.com

Investoren/Analysten
MMag. Markus Hofer
CFO
Tel.: +43/7613/2541-1138
mailto:markus.hofer@miba.com

end of announcement euro adhoc
--------------------------------------------------------------------------------

issuer: Miba Aktiengesellschaft
Dr.Mitterbauer-Straße 3
A-4663 Laakirchen
phone: 07613/2541-0
FAX: 07613/2541-1010
mail: info@miba.com
WWW: www.miba.com
sector: Industrial Components
ISIN: AT0000734835
indexes: Standard Market Auction
stockmarkets: official market: Wien
language: English