euro adhoc: voestalpine AG / Mergers - Acquisitions - Takeovers / voestalpine: - BOEHLER-UDDHOLM AG: takeover offer by voestalpine AG unconditional - purchase price payable on 22 June 2007 - voest

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Disclosure announcement transmitted by euro adhoc. The issuer is responsible
for the content of this announcement.
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C.E.O. Interviews

19.06.2007

On 26 April 2007, voestalpine AG published a voluntary public
takeover offer to the shareholders of BOEHLER-UDDEHOLM AG. As
announced in a press release on 18 May 2007 and publication on 19 May
2007, this takeover offer was improved and the acceptance period
extended. The (extended) term of acceptance for the takeover offer
expired on 4 June, 2007 at 5:30 p.m. Vienna time.

During the acceptance period, the takeover offer was accepted in
respect of 17,172,034 BOEHLER-UDDEHOLM shares, corresponding to
approximately 33.7 % of the equity capital of BOEHLER-UDDEHOLM AG.
Including shares acquired through parallel purchases up to and
including 18 June 2007 as well as the shares acquired indirectly from
BU Industrieholding GmbH, voestalpine AG has consequently acquired
28,902,762 BOEHLER-UDDEHOLM shares, representing approximately 56.6%
of the aggregate share capital. The statutory minimum acceptance
requirement (§ 25a para 2 Austrian Takeover Act) is thus fulfilled.

voestalpine announces that on 19 June 2007 the condition precedent of
merger control approval of the contemplated purchase of the BOEHLER
UDDEHOLM shares by the European Union was fulfilled. The contemplated
purchase has also been cleared by the competent authorities in South
Africa and the USA. Furthermore voestalpine AG on 19 June 2007 waived
the fulfilment of any other conditions precedent (Point 2.3.1. (ii)
takeover offer). The takeover offer, as well as the acquisition of
shares of BU Industrieholding GmbH, are therefore binding. Holders of
BOEHLER-UDDEHOLM shares that have accepted the takeover offer during
the acceptance period will receive the purchase price on 22 June 2007
in return for the transfer of the BOEHLER-UDDEHOLM shares.

Moreover, pursuant to § 15 Austrian Takeover Act voestalpine AG has
notified the following modification to the takeover offer to the
Austrian Takeover Commission: Holders of BOEHLER-UDDEHOLM shares who
accept the takeover offer during the statutory sell-out period until
5.7.2007 5.30 p.m. Vienna time at the latest will receive the
purchase price (EUR 73.00) within three Austrian banking days from
5.7.2007 in return for the transfer of the respective
BOEHLER-UDDEHOLM shares ("Interim Settlement").

All BOEHLER-UDDEHOLM AG shareholders that have not accepted the
takeover offer until 5.7.2007 may accept the takeover offer until the
expiration of the sell-out period (§ 19 para 3 Austrian Takeover Act)
up to and including 6 September 2007 5:30 p.m. Vienna time and will
receive the purchase price at the latest 10 Austrian banking days
following the end of this sell out period.

The publication of the revised takeover offer will take place on 20
June 2007.

voestalpine AG categorically rules out any further increase in the
offer price (§ 15 Austrian Takeover Act).

This communication does not constitute a public offer for the
acquisition of shares in or other securities issued by
BOEHLER-UDDEHOLM AG. The public offer has been made only and solely
through publication of the takeover offer on 26 April 2007. Its
acceptance can occur only in accordance with the terms of the
takeover offer as amended. The takeover offer has been available
since 26 April 2007, the 1st revision of the takeover offer from its
publication on 19 May 2007 and the 2nd revision since 20 June
onwards, both in the exclusively binding German version and in a
non-binding English translation among others, on voestalpine AG´s
website www.voestalpine.com.

Further details as to the publication is available on
www.voestalpine.com or please contact the Investor Relations Team of
voestalpine AG under +43/50304/15-9949 for any further details.

end of announcement euro adhoc 19.06.2007 07:00:05
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ots Originaltext: voestalpine AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:
DI Peter Fleischer
Head of Investor Relations
Tel.: +43/50304/15-9949
Fax: +43/50304/55-5581
mailto:peter.fleischer@voestalpine.com
http://www.voestalpine.com

Branche: Metal Goods & Engineering
ISIN: AT0000937503
WKN: 897200
Index: ATX, ATX Prime, WBI
Börsen: Wiener Börse AG / official market