Mittwoch, 08. Februar | 20:22 Uhr

DJ DGAP-WpÜG: Takeover Offer;

Target Company: Continental Aktiengesellschaft / Bidder: Schaeffler KG 

Release of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG),
transmitted by DGAP - a company of EquityStory AG.
The bidder is solely responsible for the content of this announcement.
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Announcement of the Decision to Launch a Takeover Offer
pursuant to Section 10 (1) and (3) in connection with Section 29 (1) and 34
of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs-
und Übernahmegesetz) 

Bidder: 

Schaeffler KG
Industriestraße 1-3
91074 Herzogenaurach
Registered with the local court of Fürth under registration number HRA 2681 

Contact Person: 

Detlef Sieverdingbeck
Director Corporate Communication
Schaeffler Gruppe
Tel. +49-9132-82-2277
Fax. +49-9132-82-3584
Email:detlef.sieverdingbeck@schaeffler.com 

Michael Reinert
A&B Financial Dynamics GmbH
Tel. +49-69-91010-140
m.reinert@abfd.de 

Markus Breidenstein
A&B Financial Dynamics GmbH
Tel. +49-69-91037-115
m.breidenstein@abfd.de 

Target Company: 

Continental Aktiengesellschaft
Vahrenwalder Straße 9
30165 Hanover 

Registered with the local court of Hanover under registration number HRB
3527 

The shares of the Target Company are admitted to trading in the Regulated
Market of the Frankfurt Stock Exchange (Prime Standard) and are traded in
XETRA (Prime Standard) on the stock exchanges of Stuttgart, Hamburg and
Hanover as well as in the regulated unofficial market of the stock
exchanges of Berlin-Bremen, Munich and Düsseldorf under ISIN DE0005439004.
Shares of the Target Company are also traded on the London Stock Exchange
(London Stock Exchange) and the Swiss Stock Exchange (SWX Europe). 

In addition, American Depositary Receipts (ADRs) representing shares of the
Target Company are traded in the United States of America under a sponsored
ADR Program (American Depositary Receipt Program) in the OTC market (Over
the Counter Market) under ISIN US2107712000. 

The offer document and further information regarding the offer will be
published on the Internet at: 

http://www.schaeffler-angebot.de 

Information by the Bidder:
Schaeffler KG decided on July 15, 2008 to offer to the shareholders of
Continental Aktiengesellschaft by way of a voluntary public takeover offer
to acquire all of their no-par value bearer shares in Continental
Aktiengesellschaft with a calculated quota of the share capital of EUR 2.56
per share. Schaeffler KG intends to offer the shareholders a consideration
in cash of the higher of 

EUR 69.37 per share 

and today's minimum offer price as determined by the Federal Supervisory
Authority for Financial Services (Bundesanstalt für
Finanzdienstleistungsaufsicht) pursuant to § 5 para. 1 of the applicable
Offer Regulation. Such minimum offer price will be available in about one
week's time. The offer is made solely in accordance with the provisions of
the offer document. It will be subject to approval of the antitrust
authorities and further closing conditions to be defined in the offer
document. A minimum acceptance quota as a condition of the offer is not
intended. 

INA Holding Schaeffler KG which holds an interest in Schaeffler KG
currently holds 2,97% of the shares in Continental Aktiengesellschaft and
is entitled to acquire further 4,95% of the shares in Continental
Aktiengesellschaft under financial instruments. Moreover, Schaeffler KG has
entered into swap transactions regarding approximately 28% of the shares in
Continental Aktiengesellschaft. These swap transactions are to be settled
in cash and therefore do not have to be disclosed under the German
Securities Trading Act (Wertpapierhandelsgesetz). These swap transactions
may be terminated by Schaeffler KG at any time. Schaeffler KG has not yet
decided if and when they will be terminated. If it decides to terminate the
swap transactions during the acceptance period or the additional acceptance
period, up to 28% of the shares in Continental Aktiengesellschaft therefrom
could be offered to it under the takeover offer following such termination. 

Important information:
This announcement does not constitute an offer to purchase or an invitation
to make an offer to sell shares in the Target Company. The final conditions
and further provisions regarding the offer will be disclosed in the offer
document after the publication has been approved by the German Financial
Supervisory Authority (BaFin). Schaeffler KG reserves the right to deviate
in the final terms and conditions of the offer from the basic information
described herein. Investors and shareholders are strongly recommended to
read the offer document and all documents in connection with the offer as
soon as they are published, since they will contain important information. 

Notice to US persons:
Schaeffler KG does not intend to make an offer to purchase ADRs in the
offer. Holders of ADRs wishing to participate in the offer must convert
their ADRs into bearer shares before tendering their shares. Schaeffler KG
expressly draws attention to the fact that Schaeffler KG or its nominees or
brokers (acting as agents) have made and may make certain purchases of
shares in Continental Aktiengesellschaft outside the framework of the offer
including prior to and during the period in which the offer remains open. 

Herzogenaurach, July 15, 2008 

Schaeffler KG 

End of WpÜG announcement(c)DGAP 15.07.2008
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Listed: Zielgesellschaft: Regulierter Markt Frankfurt (Prime Standard),
Hamburg, Hannover, Stuttgart; Freiverkehr Berlin, Düsseldorf, München 

(END) Dow Jones Newswires

July 15, 2008 10:46 ET (14:46 GMT)