Target company: DMG MORI SEIKI AKTIENGESELLSCHAFT; Bidder: DMG MORI GmbH Dissemination of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a service of EQS Group AG. The bidder is solely responsible for the content of this announcement. --------------------------------------------------------------------------- CORRECTION pursuant to Section 12 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahme-gesetz 'WpÜG') of the Amendment of the Voluntary public tender offer (cash offer) by DMG MORI GmbH c/o CMS Hasche Sigle, Schöttlestraße 8, 70597 Stuttgart, Deutschland to the shareholders of DMG MORI SEIKI AKTIENGESELLSCHAFT Gildemeisterstraße 60, 33689 Bielefeld, Deutschland to acquire all no par value bearer shares in DMG MORI SEIKI AKTIENGESELLSCHAFT against cash consideration of EUR 30.55 for each share of DMG MORI SEIKI AKTIENGESELLSCHAFT The extended Acceptance Period shall end on 25 March 2015, 24:00 hrs (local time Frankfurt am Main, Germany) DMG MORI SEIKI AKTIENGESELLSCHAFT shares: ISIN DE0005878003 Tendered DMG MORI SEIKI AKTIENGESELLSCHAFT shares: ISIN DE000A14KT17 Subsequently tendered DMG MORI SEIKI AKTIENGESELLSCHAFT shares: ISIN DE000A14KT25 1. Preamble On 9 March 2015, DMG MORI GmbH with registered office in Stuttgart, registered in the commercial register of the local court (Amtsgericht) Stuttgart under HRB 750545, business address c/o CMS Hasche Sigle, Schöttlestraße 8, 70597 Stuttgart, Germany (the 'Bidder'), published an amendment of its voluntary public tender offer to acquire all no par value bearer shares (Stückaktien) with a proportionate amount of the share capital of EUR 2.60 of DMG MORI SEIKI AKTIENGESELLSCHAFT with ISIN DE0005878003 (the 'DMG MORI SEIKI AG-Shares', and each a 'DMG MORI SEIKI AG-Share') ('Offer Amendment' and together with the Offer Document 'Amended Offer' or 'Amended Tender Offer'). The Offer Amendment was published by (i) publication on the Internet at http://www.onebrandfortheworld.de in German that was not reviewed by BaFin and (ii) by keeping copies of the German and the non-binding English version at hand for distribution free of charge within the scope of the so-called counter publicity (Schalterpublizität) at Joh. Berenberg, Gossler & Co. KG, Neuer Jungfernstieg 20, 20354 Hamburg, Germany (order by fax to +49 (0)40 350 60 908 or email to [email protected] by providing a valid mailing address) as the central settlement agent. A non-binding English translation of the Offer Amendment was made available on 10 March 2015 at the same agents. The corresponding announcement regarding the availability of the Offer Amendment for distribution free of charge and the Internet address, under which the Offer Amendment is published, was announced in the Federal Gazette (Bundesanzeiger) on 9 March 2015. 2. Correction The Offer Amendment states that the Offer Price of EUR 27.50 stated in the Offer Document shall be increased by EUR 3.05 to EUR 30.55 pursuant to section 21 (1) sentence 1 no. 1 of the Takeover Act. In fact, however, the Offer Price had already increased to EUR 30.55 by law prior to the publication of the Offer Amendment due to parallel purchases pursuant to section 31 (4) of the Takeover Act. As shown in Section 4 of the Offer Amendment, DMG MORI SEIKI CO entered into a purchase agreement outside of the stock exchange on 2 March 2015 for DMG MORI SEIKI AG-Shares for a cash consideration of EUR 30.00 per DMG MORI SEIKI AG-Share, which has been settled in the meantime. Due to this parallel purchase, the Offer Price stated in the Offer Document in the amount of EUR 27.50 per DMG MORI SEIKI AG-Share increased by EUR 2.50 to EUR 30.00 per DMG MORI SEIKI AG-Share by law pursuant to section 31 (4) of the Takeover Act, as the Bidder had already announced on 3 March 2015. On 9 March 2015, DMG MORI SEIKI CO entered into another purchase agreement outside of the stock exchange for DMG MORI SEIKI AG-Shares for a cash consideration of EUR 30.55 per DMG MORI SEIKI AG-Share. Due to this additional parallel purchase, the Offer Price further increased by law from EUR 30.00 per DMG MORI SEIKI AG-Share by EUR 0.55 to EUR 30.55 per DMG MORI SEIKI AG-Share. In consideration of these circumstances, the Bidder was, contrary to what was stated in the Offer Amendment, unable to increase the Offer Price with the Offer Amendment pursuant to section 21 (1) sentence 1 no. 1 of the Takeover Act to EUR 30.55, because it had already increased to EUR 30.55 by law at the time of the Offer Amendment. The increase of the Offer Price, shown in particular in Section 3.1 of the Offer Amendment ('Amendment of the consideration (Increased Offer Price)'), pursuant to section 21 (1) sentence 1 no. 1 of the Takeover Act does not actually exist and the respective statements made in the Offer Amendment require correction. In detail: - Section 3.1 of the Offer Amendment will be stricken without substitution. Furthermore, especially all passages of the Offer Amendment mentioning an Increased Offer Price (for example in the table of contents, table of definitions, sections 6.1.1, 6.2, 7.2 and 9) and or an amendment of the consideration (for example section 9) or any reference to Section 21 (1) sentence 1 no. 1 of the Takeover Act (for example Section 1.3) must be corrected. - The introductory statement on the cover page of the Offer Amendment must, for reasons of accuracy, read: 'Mandatory publication pursuant to section 21 (1) sentence 1 no. 3, (2) sentence 1 in conjunction with section 14 (3) sentence 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz 'WpÜG')' and the addition in the brackets after the indication of the consideration ('increase of the Offer Price of EUR 27.50 by EUR 3.05 to EUR 30.55)' must, for reasons of accuracy, be stricken without substitution. - In consideration of the circumstance that the Bidder was unable to increase the Offer Price with the Offer Amendment pursuant to section 21 (1) sentence 1 no. 1 of the Takeover Act, Sections 6 and 7 of the Offer Amendment were unnecessary. As far as DMG MORI SEIKI AG-Shareholders read these sections of the Offer Amendment for informational purposes, the amount of 'EUR 574 million' stated in Section 6.1.1, paragraph 6 of the Offer Amendment should correctly read 'EUR 638 million' in order to correctly reflect the consequences of an Offer Price of now EUR 30.55. As a consequence of this correction, the Offer Amendment now solely reduces the minimum participation threshold of '50% (plus one share)' referenced in Section 12.1.3 of the Offer Document to '40%' pursuant to section 21 (1) sentence 1 no. 3 of the Takeover Act (cf. Section 3.2 of the Offer Amendment). 3. Publication of the Correction This Correction will be published on 12 March 2015 by (i) publication on the Internet at http://www.onebrandfortheworld.de in German that was not reviewed by BaFin, (ii) by publication as DGAP-WpÜG News and (ii) by keeping copies of the German version at hand for distribution free of charge within the scope of the so-called counter Publicity (Schalterpublizität) at Joh. Berenberg, Gossler & Co. KG, Neuer Jungfernstieg 20, 20354 Hamburg, Germany (order by fax to +49 (0)40 350 60 908 or email to [email protected] by providing a valid mailing address) as the central settlement agent. A non-binding English translation of the Correction will be made available shortly at the same agents. The corresponding announcement regarding the availability of the Correction for distribution free of charge and the Internet address, under which the Correction is published, was announced in the Federal Gazette (Bundesanzeiger) on 12 March 2015. 4. No Amendment of the Offer This Correction does not constitute an amendment of the offer within the meaning of Section 21 of the Takeover Act. 5. Important Notice This Correction is neither an invitation to submit an offer to sell DMG MORI SEIKI AG-Shares nor an offer to buy DMG MORI SEIKI AG-Shares. An offer to purchase DMG MORI SEIKI AG-Shares will be solely made on the basis of the provisions and terms contained in the Offer Document and the hereby corrected Offer Amendment. DMG MORI SEIKI AG-Shareholders are therefore strongly encouraged to thoroughly read the Offer Document, the Offer Amendment, this Correction as well as all other documents relating to the Offer, because they contain important information. The voluntary public tender offer for the DMG MORI SEIKI AG-Shares is issued exclusively under the laws of the Federal Republic of Germany and certain applicable provisions of the securities laws in the United States of America and Canada. The voluntary public tender offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany and certain applicable provisions of the securities laws in the United States of America and Canada. This Correction is not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Stuttgart, 12 March 2015 DMG MORI GmbH _____________________ James Victor Nudo Geschäftsführer End of WpÜG announcement The 12.03.2015DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Listed: Regulierter Markt Frankfurt (Prime Standard), Berlin, Düsseldorf; Freiverkehr Hamburg, Hannover, München, Stuttgart