9 March 2011
Daimler AG and Rolls-Royce Group plc announced that they intend to launch a public tender offer for 100% of the shares of Tognum AG. The public tender offer is intended to be carried out by a 50:50 joint venture company.
Listed on the Frankfurt Stock Exchange, Tognum AG is a supplier of engines, propulsion systems and components for marine, energy, defense, and other industrial (off-highway) applications. Daimler has strong capabilities in engine technology and exceptional access to global markets. Rolls-Royce has complementary capability in integrated power systems and services, and an established market presence in the marine, energy and defense sectors.
The proposed joint venture would comprise of Tognum and Bergen—the gas and diesel medium-speed engine business from Rolls-Royce. Daimler and Rolls-Royce will offer Tognum shareholders 24 euro per share in cash representing a total consideration of approximately 3.2 billion euro. This represents a premium of around 30% above the XETRA closing price of Tognum shares on March 4, 2011. Daimler holds a 28.4% stake in Tognum which will be tendered into the takeover offer at the offer price.
Tognum—then called MTU Friedrichshafen—used to be owned by Daimler, who sold the company in 2006 to a Stockholm-based equity firm EQT Partners for 1.6 billion euro. In 2007, Tognum went public. In 2008, Daimler bought a 22% stake in the company, later increasing the holding to 28.4%.