Siemens Extends Tender Offer for Acquisition of Dade Behring
September 27 2007 - 7:00AM
PR Newswire (US)
MUNICH, Germany, Sept. 27 /PRNewswire-FirstCall/ -- Siemens has
extended the expiration date for the cash tender offer for all
outstanding shares of Dade Behring Holdings, Inc. (NASDAQ:DADE) to
Wednesday, October 31, 2007, 12:00 midnight (EDT), as Siemens
awaits merger control clearance by the European Commission. (Logo:
http://www.newscom.com/cgi-bin/prnh/20070904/SIEMENSLOGO) The
European Commission's initial investigation period will expire on
October 25, 2007, unless extended. U.S. antitrust clearance was
already granted on September 17, 2007. Siemens expects to receive
European merger control clearance and other regulatory approvals in
time to close the transaction during calendar year 2007. Joe
Kaeser, Siemens CFO, stated: "We have made an attractive offer and
do expect a smooth completion of the transaction after we have
received full clearance from the antitrust authorities." As of
midnight, New York City time, on Wednesday, September 26, 2007, an
aggregate of 66,159,433 shares of common stock of Dade Behring had
been validly tendered and not withdrawn, representing 82.55 percent
of the outstanding common stock of Dade Behring. While Siemens
previously announced that it expected to close the transaction in
the first calendar quarter of 2008, it now expects to close the
transaction during the fourth quarter of calendar year 2007.
Following completion of the tender offer, any remaining shares of
Dade Behring will be acquired in a merger at the same price. The
transaction has a value of approximately $7 billion. The tender
offer is being made by a subsidiary of Siemens pursuant to an
Agreement and Plan of Merger, dated as of July 25, 2007, by and
among Siemens Corporation, its subsidiary, Belfast Merger Co., and
Dade Behring. Siemens (Berlin and Munich) is a global powerhouse in
electrical engineering and electronics. The company has around
475,000 employees (incl. discontinued operations) working to
develop and manufacture products, design and install complex
systems and projects, and tailor a wide range of services for
individual requirements. Siemens provides innovative technologies
and comprehensive know-how to benefit customers in over 190
countries. Founded more than 160 years ago, the company focuses on
the areas of Information and Communications, Automation and
Control, Power, Transportation, Medical, and Lighting. In fiscal
2006 (ended September 30), Siemens had sales of euro 87.3 billion
and net income of euro 3.033 billion, according to U.S. GAAP.
Further information is available on the Internet at:
http://www.siemens.com/ About Dade Behring, Inc. With 2006 revenue
of more than US$1.7 billion, Dade Behring offers a wide range of
products, systems and services designed to meet the day-to-day
needs of clinical laboratories, delivering innovative solutions to
customers and enhancing the quality of life for patients.
Additional company information is available on the Internet at
http://www.dadebehring.com/. This announcement is for informational
purposes only and does not constitute an offer to purchase nor a
solicitation of an offer to sell any securities. The Tender Offer
Statement on Schedule TO, the Offer to Purchase and related
materials filed by Siemens with the Securities and Exchange
Commission ("SEC") contain important information and should be read
carefully before any decision is made with respect to the tender
offer. These materials are available at no charge on the SEC's web
site (http://www.sec.gov/) and requests for additional copies of
such materials may be directed to Georgeson Inc., the Information
Agent for the tender offer. The Information Agent can be reached at
17 State Street, 10th Floor, New York, New York 10004. Banks and
brokers can call +1 (212) 440-9800 and all others can call toll
free at (888) 605-7608. This document contains forward-looking
statements and information - that is, statements related to future,
not past, events. These statements may be identified by words as
"expects," "looks forward to," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," "will" or words of similar
meaning. Such statements are based on our current expectations and
certain assumptions, and are, therefore, subject to certain risks
and uncertainties. A variety of factors, many of which are beyond
Siemens' control, affect its operations, performance, business
strategy and results and could cause the actual results,
performance or achievements of Siemens worldwide to be materially
different from any future results, performance or achievements that
may be expressed or implied by such forward-looking statements. For
us, particular uncertainties arise, among others, from: changes in
general economic and business conditions (including margin
developments in major business areas); the challenges of
integrating major acquisitions and implementing joint ventures and
other significant portfolio measures; changes in currency exchange
rates and interest rates; introduction of competing products or
technologies by other companies; lack of acceptance of new products
or services by customers targeted by Siemens worldwide; changes in
business strategy; the outcome of pending investigations and legal
proceedings; our analysis of the potential impact of such matters
on our financial statements; as well as various other factors. More
detailed information about our risk factors is contained in
Siemens' filings with the SEC, which are available on the Siemens
website, http://www.siemens.com/, and on the SEC's website,
http://www.sec.gov/. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described
in the relevant forward-looking statement as expected, anticipated,
intended, planned, believed, sought, estimated or projected.
Siemens does not intend or assume any obligation to update or
revise these forward-looking statements in light of developments
which differ from those anticipated.
http://www.newscom.com/cgi-bin/prnh/20070904/SIEMENSLOGODATASOURCE:
Siemens CONTACT: Constantin Birnstiel of Siemens, Web site:
http://www.siemens.com/ http://www.dadebehring.com/
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