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Suzlon Windenergie GmbH: Notification to the Shareholders of REpower Systems AG pursuant to sec. 23 para. 2 of the German Securities Acquisition and Takeover Act
Business Wire, May 25, 2007
BOCHUM, Germany -- On 28 February 2007, Suzlon Windenergie GmbH (GER:RPW), Bochum, Germany, (the move of the registered seat of Suzlon Windenergie GmbH from Cologne, Germany, to Bochum, Germany, has been registered with the commercial register of the local court of Bochum, Germany, on 24 May 2007) published the offer document for its voluntary public takeover offer to all shareholders of REpower Systems AG, Hamburg, Germany, to acquire all non-par value bearer shares (ISIN DE0006177033) in REpower Systems AG ("REpower Shares" and individually "REpower Share") against payment of a cash consideration amounting to EUR 126.00 per REpower Share. On 5 April 2007, the consideration offered has been increased to EUR 150.00 per REpower Share. The offer has been made available on the internet at the website http://www.suzlonwindenergie.com. The acceptance period for this takeover offer, which should originally expire on 20 April 2007, has been extended by two weeks and thus expired on 4 May 2007, 24:00h (Central European Time). The further acceptance period expires on 25 May 2007, 24:00h (Central European Time)
On 12 April 2007, the registered share capital of REpower Systems AG has been increased to EUR 8,928,176.00. Accordingly, the total number of voting rights in REpower Systems AG henceforth amounts to 8,928,176.
On 24 May 2007, Suzlon Energy Limited, Ahmedabad, India, a person acting in concert with Suzlon Windenergie GmbH, entered into an agreement outside the course of the tender offer with Participations du Commissariat a l'Energie Atomique (AREVA). Due to this agreement, AREVA has become a person acting in concert with Suzlon Windenergie GmbH in the meaning of SSSS 2 para. 5, 23 para. 2 of the German Take Over Code (WpUG).
Due to such agreement, Suzlon Energy Limited may depending on the number of REpower Shares held by Suzlon Energy Ltd. and persons who had been acting in concert with Suzlon Energy Ltd. prior to the conclusion of this agreement on the one hand and AREVA and persons who had been acting in concert with AREVA prior to the conclusion of this agreement on the other hand, each as of the lapse of the further acceptance period, demand the transfer of REpower Shares against payment of a consideration of EUR 150.00 per REpower Share. As of 24 May 2007, such right relates to the transfer of 0 REpower Shares, corresponding to 0 % of the share capital and the voting rights in REpower Systems AG.
Such agreement furthermore provides for an option in favour of Suzlon Energy Limited due to which the transfer of REpower Shares (in the maximum amount of the number of REpower Shares tendered into the public takeover offer of AREVA) against payment of a consideration of EUR 150.00 per REpower Share may be demanded. As of 24 May 2007, such option relates to the transfer of 1,765 REpower Shares, corresponding to 0.02 % of the share capital and the voting rights in REpower Systems AG.
The further acceptance period for this takeover offer is not affected hereby and continues to expire on 25 May 2007, 24:00h (Central European Time).
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