euro adhoc: Winterthur Technologie AG / Mergers - Acquisitions - Takeovers / Winterthur Technologie AG establishes a leading position in the diamond tool segment through acquisition of the Wendt Group

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27.06.2007

Key acquisition in core business - increased capability in high-end
abrasive technology - sales and earnings doubled

Winterthur Technologie AG is buying a 100% equity holding in Wendt
Holding GmbH from 3i Germany, strengthening its market position in
the superhard abrasive materials diamond and CBN. This move doubles
revenues on comparable profitability. Integration of the new
technologies, in particular specialized tool-grinding machinery, will
open up important new markets. The two companies are a good match in
terms of their niche strategies, range of technologies and
geographical spread. Synergies will be generated through a
significantly enhanced presence in international markets and a
stronger product portfolio.

Winterthur Technologie Group (WTG), domiciled in Zug, has completed
its acquisition of the entire equity in the Wendt Group, which has
its headquarters in Meerbusch (Düsseldorf). This takeover creates one
of the world´s leading suppliers of complex grinding technology.
Combined sales of the two groups in 2006 would have amounted to EUR
202 million (CHF 318 million). The WTG headcount rises from 879 to
1,500. The acquisition will enable WTG to offer, from a single
source, a full range of abrasive technologies in the microprecision
field. In the high-precision technology sector, with the tightest
dimensional specifications, WTG will take a leading position in
certain market segments, notably superhard materials. The range of
processing technologies offered by the Group will be extended by new,
superhard and brittle materials, such as glass, as well as
tool-grinding machines.

WTG is a holding company under Swiss law which is listed on the SWX
Swiss Exchange, Zurich, with production sites in Switzerland, Austria
and Sweden. The Wendt Group produces high-precision, specialized
tools coated with diamond and cubic boron nitride (CBN) as well as
tool-grinding machinery in Germany, Switzerland, Belgium, the USA and
Russia; it also holds a 40-percent stake in the publicly listed Wendt
(India) Limited, India. The two groups have no overlapping
activities. WENDT is a quality brand that will complement Winterthur
Technologie Group`s portfolio of premium brands.

No approvals from antitrust authorities were required. The takeover
of all Wendt shares, with a total value of EUR 99 million (approx.
CHF 164 million), as well as the company's net financial debts of EUR
32 million (approx. CHF 53 million) and provisions amounting to EUR
22 million (approx. CHF 36 million), will be funded largely by a
capital increase in the region of CHF 100 million, raised through a
registered share issue as well as bank credits. The Board of
Directors is to ask the forthcoming Extraordinary General Meeting of
shareholders to approve a capital increase, primarily for the purpose
of financing the acquisition. Option rights for existing shareholders
are guaranteed. The capital increase is to take place before the end
of the year. The Group has appointed Credit Suisse as lead manager
for the capital increase.

Dr. Edgar Rappold, CEO, founder of WTG and its largest shareholder,
explains: "This major step represents a realization of the planned
strategic orientation by developing the diamond and CBN tools
segment. As a result, sales of superhard abrasive materials will be
on a par with those of conventional grinding wheels. We are now in a
position to offer customers complete systems: from technology
consulting, through grinding wheels to high-precision dressing tools.
We will also have new technologies at our disposal - particularly
specialized tool-grinding machinery for the manufacture of superhard
tools using tungsten carbide, polycrystalline diamond and CBN - as
well as the related high-performance tools."

Norbert Lamers, CEO of the Wendt Group, reiterated the enthusiasm of
the company's management and workforce at joining forces with the
technology leader in precision grinding: "It is not just the products
and corporate philosophy, but also the locations of the two groups
that fit well in every respect - and that will make us an even more
attractive partner for our customers."

The profitability of the Wendt Group at EBIT level (earnings before
interest and tax) is in a similar percentile range to that of WTG.
The 2007 guidance of WTG regarding sales growth and EBITDA margin
remain unchanged.

A news conference is scheduled for 27 June 2007 at 10am CET at the
Marriott Hotel in Zurich. An analyst call is scheduled for 27 June
2007 at 3pm CET. Access numbers (10 minutes prior to the call):

Participants from Europe: +41 91 610 5600
from USA: +1(1)866 291 4166
from UK: +44 207 107 0611

Profile

Winterthur Technology Group (WTG), a leading European provider of
complex abrasive technology, is headquartered in Zug and has
operations in Switzerland, Austria and Sweden. Winterthur Technology
Ltd is a holding company under Swiss law which is listed on the SWX
Swiss Exchange. It has just over 600 employees and in 2006 achieved
sales of approximately EUR 86 million. Working closely with clients,
the company develops and produces complex high-margin, high-tech
abrasive technology consumables, primarily bonded abrasive tools used
in the automotive, turbine and steel industries. Production is
located in Austria (Villach) and Sweden (Västervik). In Switzerland
(Winterthur), there is a finishing plant and a logistics centre. The
Group´s main brands are Winterthur, Rappold and SlipNaxos. WTG´s
products - vitrified grinding wheels, resin bonded grinding wheels,
cut-off wheels and diamond and CBN grinding wheels - are sold in all
the relevant European markets, as well as in North and South America
and Asia.

Disclaimer This press release does not constitute an offer or
invitation to subscribe for or purchase any securities. This press
release does not constitute a prospectus within the meaning of
Article 652a of the Swiss Code of Obligations or within the meaning
of the listing rules of SWX Swiss Exchange. It is not being issued in
countries where the public dissemination of the information contained
herein may be restricted or prohibited by law. In particular, this
press release is not being issued in the United States of America and
should not be distributed to United States persons or to publications
with a general circulation in the United States. Any non-compliance
with such restrictions may result in an infringement of United States
securities laws. Securities of Winterthur Technologie AG, Zug, have
not been registered under the United States securities laws and may
not be offered, sold or delivered within the United States or to U.S.
persons absent registration under or an applicable exemption from the
registration requirements of the United States securities laws.

This press release contains forward-looking statements based on the
currently held beliefs and assumptions of the management of
Winterthur Technologie AG, Zug. Actual results may differ materially
from such forward-looking statements which will not be updated.

end of announcement euro adhoc 27.06.2007 07:00:00
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ots Originaltext: Winterthur Technologie AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:
Dr. Edgar Rappold, Delegate and CEO
Markus Brütsch, CFO
Phone +41 52 234 41 41
Email ir@winterthurtechnology.com
Fax +41 52 234 41 06

Branche: Technology
ISIN: CH0021892606
WKN: 2189260
Börsen: SWX Swiss Exchange / official market