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euro adhoc: Salzgitter AG
Strategic management decisions
NOT FOR DISTRIBUTION IN THE U.S., CANADA, AUSTRALIA OR JAPAN: Salzgitter AG to sell shareholding in Vallourec S.A.

  Disclosure update announcement transmitted by euro adhoc.
  The issuer is responsible for the content of this announcement.
07.08.2006
Salzgitter, 7 August 2006 - In order to increase its financial
flexibility for forthcoming opportunities in its core business
Salzgitter AG has decided to dispose of a stake of c. 17% in the
share capital of Vallourec S.A.
Existing derivative contracts hedging c.1/3 of Salzgitter’s current
holding will be unwound at the same time as the disposal which is
anticipated to result in the counterparty to the derivatives
purchasing c.30% of the shares being sold by Salzgitter group in the
monetisation.
Deutsche Bank and Lehman Brothers have been jointly mandated to carry
out the monetisation of the remaining c.70% which will comprise of a
stock placement exclusively to institutional investors through an
accelerated bookbuilding of shares and the issue of a mandatory
exchangeable, each subject to market standard conditions precedent.
The mandatory exchangeable will be issued through an SPV unaffiliated
with Salzgitter group.
In addition, Salzgitter AG will be entering into a contract on the
same number of Vallourec shares as underlying the mandatory
exchangeable which shall give it the opportunity to partially
participate in further share price appreciation over the next 3
years.
Disclaimer:  This press release contains certain forward-looking
statements based on current assumptions and forecasts made by
Salzgitter Group management. Various known and unknown risks,
uncertainties and other factors could lead to material differences
between the actual future results, financial situation, development
or performance of the Company and the estimates given here.
Salzgitter AG assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or
developments.
This announcement may not be distributed, directly or indirectly, in
or into the United States, Canada, Australia or Japan. This
announcement does not constitute or form part of an offer to sell or
issue, or any solicitation of an offer to buy or subscribe for, any
securities referred to herein. The placement of securities and the
distribution of this announcement and other information in connection
with the placement in certain jurisdictions may be restricted by law
and persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
Any securities referred to in this announcement have not been and
will not be registered under the US Securities Act of 1933 (the
"Securities Act"), and may not be offered or sold in the United
States unless they are registered under the Securities Act or
pursuant to an available exemption therefrom. No public offering of
securities of the Company is being made in the United States. This
announcement is not an offer of securities for sale in Germany and is
not a prospectus within the meaning of the German Securities
Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission
Regulation (EC) No 809/2004 of 29 April 2004 as amended, or any other
laws applicable in Germany governing the issue, offering and sale of
securities.
end of announcement                               euro adhoc 07.08.2006 18:14:00
original announcement:
keywords: Strategic management decisions/Company Information
euro adhoc: Salzgitter AG / Strategic management decisions / NOT FOR
DISTRIBUTION IN THE U.S., CANADA, AUSTRALIA OR JAPAN:
 Salzgitter AG to sell shareholding in Vallourec S.A.
07.08.2006
Salzgitter, 7 August 2006 - In order to increase its financial
flexibility for forthcoming opportunities in its core business
Salzgitter AG has decided to dispose of a stake of c. 17% in the
share capital of Vallourec S.A.
Existing derivative contracts hedging c.1/3 of Salzgitter’s current
holding will be unwound at the same time as the disposal which is
anticipated to result in the counterparty to the derivatives
purchasing c.30% of the shares being sold by Salzgitter group in the
monetisation.
Deutsche Bank and Lehman Brothers have been jointly mandated to carry
out the monetisation of the remaining c.70% which will comprise of a
stock placement exclusively to institutional investors through an
accelerated bookbuilding of shares and the issue of a mandatory
exchangeable, each subject to market standard conditions precedent.
The mandatory exchangeable will be issued through an SPV unaffiliated
with Salzgitter group.
In addition, Salzgitter AG will be entering into a contract on the
same number of Vallourec shares as underlying the mandatory
exchangeable which shall give it the opportunity to partially
participate in further share price appreciation over the next 3
years.
Disclaimer:  This press release contains certain forward-looking
statements based on current assumptions and forecasts made by
Salzgitter Group management. Various known and unknown risks,
uncertainties and other factors could lead to material differences
between the actual future results, financial situation, development
or performance of the Company and the estimates given here.
Salzgitter AG assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or
developments.
This announcement may not be distributed, directly or indirectly, in
or into the United States, Canada, Australia or Japan. This
announcement does not constitute or form part of an offer to sell or
issue, or any solicitation of an offer to buy or subscribe for, any
securities referred to herein. The placement of securities and the
distribution of this announcement and other information in connection
with the placement in certain jurisdictions may be restricted by law
and persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
Any securities referred to in this announcement have not been and
will not be registered under the US Securities Act of 1933 (the
"Securities Act"), and may not be offered or sold in the United
States unless they are registered under the Securities Act or
pursuant to an available exemption therefrom. No public offering of
securities of the Company is being made in the United States. This
announcement is not an offer of securities for sale in Germany and is
not a prospectus within the meaning of the German Securities
Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission
Regulation (EC) No 809/2004 of 29 April 2004 as amended, or any other
laws applicable in Germany governing the issue, offering and sale of
securities.
further inquiry note:
Bernhard Kleinermann
Tel.: +49 (0) 5341-21-3783
E-Mail:  kleinermann.b@salzgitter-ag.de
Tel.:49 (0) 5341-21-01
FAX: +49 (0) 5341-21-2727
Email:  gersdorff.b@salzgitter-ag.de
end of announcement                               euro adhoc
07.08.2006 17:29:54
sector publicity:
Not yet available

Further inquiry note:

Bernhard Kleinermann
Tel.: +49 (0) 5341-21-3783
E-Mail: kleinermann.b@salzgitter-ag.de
Tel.:49 (0) 5341-21-01
FAX: +49 (0) 5341-21-2727
Email: gersdorff.b@salzgitter-ag.de

Branche: Iron & Steel
ISIN: DE0006202005
WKN: 620200
Index: MDAX, CDAX, HDAX
Börsen: Frankfurter Wertpapierbörse / official dealing/prime standard
Börse Berlin-Bremen / free trade
Hamburger Wertpapierbörse / free trade
Baden-Württembergische Wertpapierbörse / free trade
Börse Düsseldorf / free trade
Bayerische Börse / free trade
Niedersächsische Börse zu Hannover / official dealing

Original-Content von: Salzgitter AG, übermittelt durch news aktuell

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