AVIC International Beijing Company Publishes Voluntary Public Takeover Offer for Shares in KHD Humboldt Wedag International

AVIC International Beijing Company Limited ('AVIC') announced the following:

AVIC International Engineering Holdings, an indirectly wholly- owned subsidiary of AVIC, jointly with Europe Project Management, Europe Technology, and Europe Engineering Holdings, has published the offer document for the voluntary public takeover offer to the shareholders of KHD to acquire all shares in KHD (ISIN DE0006578008/ WKN 657800).

According to a release, the joint bidders offer a cash consideration of EUR 6.45 per KHD share. The offer price includes a premium of approx. 35 percent on the weighted average domestic stock exchange price for KHD shares in the three-month period prior to the publication of the decision to launch the takeover offer on October 11.

Shareholders of KHD Humboldt Wedag International AG can accept the offer as of now and tender their shares until December 19, 24.00 hrs (Central European Time). Further information on the offer and its acceptance is available in the offer document which has been approved by the Federal Financial Supervisory Authority (BaFin) pursuant to Securities Acquisition and Takeover Act ('WpUG').

AVIC already indirectly owns a total of approx. 20 percent of the shares in KHD through its subsidiary Max Glory. Additionally, on October 11 AVIC Engineering entered into share purchase agreements with IAT Reinsurance Company, Occidental Fire & Casualty Company of North Carolina, Harco National Insurance Company, Transguard Insurance Company of America, Inc., Acceptance Casualty Insurance Company, Acceptance Indemnity Insurance Company, Bermuda Partners, L.P., Wilshire Insurance Company, JC Kellogg Foundation, MFC Industrial, True Heritage Limited and Peter and Cynthia Kellogg Foundation as sellers for the purchase of in the aggregate 19.03 percent of the shares in KHD. The share purchase agreements are all still subject to the same condition precedent as the offer, so that the respective KHD shares have not yet been transferred.

The takeover offer is subject to the condition precedent of Turkish merger control clearance. The takeover offer is not conditional upon a minimum acceptance level.

AVIC views its commitment as long term. The primary aim of AVIC is to maintain and extend the business activity of KHD and its subsidiaries. In order to strengthen existing business areas of KHD, it is intended to contemplate further acquisitions, domestic and abroad. The successful implementation of the offer is not intended to have any effect on the employees of KHD and its subsidiaries. The employment relationships and employment conditions of the employees of KHD Group as well as the operational structure are intended to remain unaffected by the completion of the offer.

Mr Diao, president of AVIC, outlines the possible benefits: 'The integration of KHD in our worldwide operating AVIC Group would be a win-win-situation. We would benefit from the innovative power of a global leader in cement plant technology, equipment, and services. And KHD and its worldwide employees, customers, suppliers and financing partners would benefit from a stable shareholder base and numerous synergies. To summarize briefly: It is the next step on the way to realize the vision of having a world-wide corporate culture of operational excellence and commitment.' If not all of the current KHD shareholders will decide to sell their shares, AVIC will support KHD as its lead shareholder.

More information:

www.avic.comcn

((Comments on this story may be sent to newsdesk@closeupmedia.com))