MAHLE and BEHR sign share agreement

ID: 1018162
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(Thomson Reuters ONE) -
MAHLE GmbH / MAHLE and BEHR sign share agreement processed and transmitted by Hugin AS. The issuer is solely responsible for the content of this announcement.

  Stuttgart, July 26, 2010-The two large Stuttgart automotive suppliers MAHLE
and BEHR have agreed that MAHLE will take over shares in BEHR in several stages.

  The two first stages of the participation will be covered by a unilateral
capital increase by MAHLE. In the first stage (2010) MAHLE will take on 19.9
percent of shares; in the second stage, at the beginning of 2011, the
participation will be increased to 36.85 percent. The contract also provides
that MAHLE can purchase additional shares from the current shareholders by
exercising a call option starting in 2013, and can thereby take over the
majority of BEHR. It also provides current BEHR shareholders with the potential
to then sell their shares to MAHLE in several steps over a period of ten years.

  MAHLE's participation in BEHR is subject to approval by the responsible
antitrust authorities. The Supervisory boards of the companies involved have
already approved the share agreement.

  Prof. Dr. Heinz Junker, Chairman of the Management Board of the MAHLE Group,
explains: "MAHLE's participation in BEHR opens up significant additional
potential for the future of both companies in the market for complete systems
solutions for the power train of modern passenger cars and commercial vehicles.
The product portfolios complement each other and fit together excellently.
Examples include complete exhaust gas recirculation modules and intake systems
with integrated charge air coolers. In addition, the subject of 'efficient
thermal management,' including heating and cooling, is particularly significant
for new generations of vehicles, as fuel consumption and CO(2) emissions are
further reduced. This can also be seen in conjunction with the increasing


significance of alternative drive systems, from hybrids to vehicles with purely
electric or fuel cell drive systems. In the medium term, therefore, we see a
combined potential sales volume of 10 billion euros for MAHLE and BEHR, coupled
with a sustained positive return on sales." Junker continues: "We assume that we
will be able to generate the infusion of equity from our free cash flow in the
first two stages. Technologically, BEHR already has a leading position. After
the closing, we will quickly begin to determine in joint working groups the
potential for synergies in products and markets for the significantly
complementary product divisions, as well as potential synergies in other
functions of the companies. We want to work on par with each other in order to
find best practice solutions and set benchmarks. Simple industrial logic brought
us to this step, and opens up great opportunities for our future, allowing us to
play in the top league of the automotive supplier industry."

  Horst Geidel, Chairman of the BEHR Supervisory Board, accentuates: "The share
concept with MAHLE combines two goals in an ideal manner: it stabilizes BEHR on
the capital side, with an increase in equity to over 20 percent, and it provides
a long-term path to a new corporate structure. The two companies are combining
their strengths and securing their position in the group of global leading
automotive suppliers. The BEHR family shareholders, as well as BWK, have
approved the concept and see it as an excellent prerequisite for successful
development of the company."

  Dr. Markus Flik, Chairman of the BEHR Management Board, explains: "The
cooperation with MAHLE in complementary product divisions provides additional
growth potential for BEHR for engine-mounted components, such as exhaust gas and
integrated charge air coolers. Together, we can calculate, design, and
manufacture modules and systems more extensively for our customers in these
areas. In doing so, we contribute significantly to reducing emissions and
consumption in passenger cars and commercial vehicles." He emphasizes: "As
planned, we will implement our current restructuring program across the board in
order to secure the turnaround that is developing, and to obtain further
potential profits. This gives us a good starting position for our cooperation
with MAHLE."

  After official regulatory approvals, which are expected in about two to three
months, it is planned that MAHLE's Managing Director Prof. Dr. Heinz Junker and
Dr. Bernhard Volkmann will be appointed as new members of the BEHR Supervisory
Board.


  Further queries:

  MAHLE GmbH   BEHR GmbH & Co. KG
  Stefanie Thiel   Stephanie Reuter
  Corporate Communications/   Director Communication Group
  Public Relations
  Pragstrasse 26-46   Mauserstraße 3
  70376 Stuttgart   70469 Stuttgart
  Germany   Germany
  Phone: + (49) 711/501-13166   Phone: + (49) 711/896-2645
  Fax: + (49) 711/501-13700   Fax: + (49) 711/896-2348
  stefanie.thiel(at)mahle.com   stephanie.reuter(at)behrgroup.com



  Press releases and picture service per download: www.mahle.com/News and
Press,www.behrgroup.com/Presse


  The MAHLE Group is one of the 30 largest companies in the automotive supply
industry worldwide. With its two business units Engine Systems and Components
and Filtration and Engine Peripherals, MAHLE ranks among the top three systems
suppliers worldwide for piston systems, cylinder components, as well as valve
train, air management, and liquid management systems. The newly formed MAHLE
Industry business unit bundles the MAHLE Group's industrial activities. These
include the areas of large engines, industrial filtration, as well as cooling
and air-conditioning systems. In 2009, the MAHLE Group generated sales of
approximately EUR 3.9 billion; around 43,000 employees work at over 100
production plants and eight research and development centers.
  More information atwww.mahle.com

  BEHR GmbH & Co. KG, Stuttgart, is a systems partner for the international
automobile industry. A specialist for automotive air conditioning and engine
cooling systems, the BEHR Group is one of the world's leading manufacturers and
suppliers of original equipment for passenger and commercial vehicles. Group
sales in the 2009 business year came to around 2.5 billion euros. BEHR employs
approximately 16,000 staff at 17 development locations, 28 production sites, and
12 joint ventures worldwide.
  More information atwww.behrgroup.com


[HUG#1433991]



--- End of Message ---

MAHLE GmbH
Pragstraße 26 - 46 Stuttgart Gerrmany






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Date: 07/26/2010 - 08:02
Language: English
News-ID 1018162
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