Pressefach: Continental AG

Takeover Offer Is Completed

(PresseBox) Hannover, 08.01.2009, .
- Schaeffler KG pays EUR 75 per tendered share
- Investment agreement thus goes into full effect
- Guarantor to ensure the interests of all Continental stakeholders effective immediately

The takeover offer of Schaeffler KG for Continental AG has been completed: According to Schaeffler KG, it paid the offer price of EUR 75.00 for the tendered Continental shares on Thursday, as provided for in the investment agreement concluded with Continental. With the payment, the investment agreement safeguarding the interests of Continental AG and its shareholders, employees and customers goes into full effect. The European Commission gave clearance for Schaeffler to go ahead with plans to buy into Continental AG on December 19, 2008.

As one of the terms of the agreement concluded on August 20, 2008, Schaeffler has restricted its holding in Continental AG to a stake of up to 49.99% through August 2012. It has also undertaken to support the ongoing strategy and business policies of the Executive Board while maintaining its current market and brand appearance, and to not demand a sale of operations or seek other significant restructuring measures. A further key provision is the obligation of Schaeffler to compensate Continental AG up to a total amount of EUR 522 million for possible damages resulting from a change-of-control in connection with existing financing agreements of Continental AG as well as for negative tax effects resulting from Schaeffler's shareholding.

In addition, it was agreed that there will be no changes to Continental AG's form of incorporation, its corporate seat, headquarters or business units, its listing on the stock exchange, its dividend policy or an increase in its indebtedness against the wishes of Continental AG. The agreement cannot be terminated by the parties before spring 2014.

With the completion of the offer and the coming into force of the investment agreement, former German Chancellor Dr. Gerhard Schröder also begins his task as guarantor responsible for protecting the interests of Continental and its shareholders, employees and other stakeholders.

Online media database: www.mediacenter.continental-corporation.com

About Continental AG

With targeted annual sales of EUR 25 billion for 2008, the Continental Corporation is one of the top automotive suppliers worldwide. As a supplier of brake systems, systems and components for the powertrain and chassis, instrumentation, infotainment solutions, vehicle electronics, tires and technical elastomers, the corporation contributes towards enhanced driving safety and protection of the global climate. Continental is also a competent partner in networked automobile communication. Today, the corporation employs approximately 146,500 at nearly 200 locations in 36 countries.

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