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08.04.2006 – 17:08

Wacker Chemie AG


  ots-CorporateNews transmitted by euro adhoc.
  The issuer is responsible for the content of this announcement.
Munich, April 8, 2006 - The offer price for WACKER’s IPO has been set
at EUR80 per share by Wacker Chemie AG together with the other
selling shareholders Blue Elephant Holding GmbH and Morgan Stanley &
Co. Inc., and the Global Coordinators and Joint Bookrunners Morgan
Stanley and UBS Investment Bank. At the offer price, which is at the
upper end of the price range of EUR70 to EUR80, WACKER’s shares were
more than 18 times oversubscribed.
"We are very pleased with the success of the roadshow and the high
level of investor confidence. In our opinion, this confirms our
corporate strategy which is targeted at long-term, profitable
growth", said CEO Peter-Alexander Wacker.
Based on the offer price and including the number of treasury shares
offered by the company, Wacker Chemie AG’s market capitalization will
be EUR3.97 billion (if the Greenshoe option is exercised in full).
The company will receive proceeds of about EUR428 million from the
sale of treasury shares (if the Greenshoe option is exercised in
full). The free float will be at 28.75 percent if the Greenshoe
option is exercised in full. 20 percent of the free float can then be
attributed to retail investors. Start of trading on the Official
Market (Prime Standard) of the Frankfurt Stock Exchange is scheduled
for April 10. Following the placement of treasury shares, total
shares outstanding will be approximately 49.7 million, assuming the
Greenshoe option is exercised in full.
Based on the offer price, and including over-allotment, the total
offer size is approximately EUR1.2 billion with a total of 14,993,873
shares (including over-allotment) being placed. Excluding
over-allotment, 4,571,430 shares were placed from the holdings of
Wacker Chemie AG, 6,935,640 from the holdings of Blue Elephant
Holding GmbH and 1,531,080 from the holdings of Morgan Stanley & Co.
Inc. If exercised, the Greenshoe option comprises of up to 1,955,723
additional shares from the holdings of Wacker Chemie AG (max. 776,953
shares) and the holdings of Blue Elephant Holding GmbH (max.
1,178,770 shares). 80  percent of the total 14,993,873 shares will go
to institutional investors and 20 percent to private investors. All
shares (except for treasury shares held by the company) carry full
dividend rights as of January 1, 2006.
The shares were alloted to private investors in Germany in compliance
with the "Principles for the Allotment of Share Issues to Private
Investors", issued by the Stock Exchange Commission of Experts at the
Federal Ministry of Finance on June 7, 2000. All underwriting banks
were subject to uniform allotment criteria: Due to strong demand,
only every fourth order was considered under a drawing scheme. By
means of a transparent code, shares were alloted to private investors
who had placed successful orders with one of the participating banks.
Retail investors who received an allocation and who ordered up to 50
shares will receive a maximum of 30 shares. Those who ordered above
50 shares will be fully allocated for the first 35 shares. In
addition, they will receive 25 percent of their remaining order. The
maximum allocation for retail investors will be 500 shares. About 1.1
percent of the offer size (incl. Greenshoe option) went to the
company’s employees and members of the management board and
supervisory board under a preferential allotment scheme.
Approximately 50 percent of the entitled employees subscribed shares
under this preferential allotment scheme.
Dr. Alexander Wacker Familiengesellschaft mbH will continue to own a
55.64-percent shareholding, while Blue Elephant Holding GmbH will
retain about 10.86  percent if the Greenshoe option is exercised in
full. Wacker Chemie AG will continue to hold 2.47 million treasury
shares (equal to about 4.74  percent), assuming full exercise of the
Greenshoe option. For these shares, the company will by law neither
be entitled to voting rights nor to dividend rights. Morgan Stanley &
Co. Inc. will no longer be a shareholder in the company. WACKER and
the major shareholders have undertaken to lock up their remaining
shares for a period of six months from the initial listing of the
The company intends to invest the proceeds in growth areas. One focus
is production-capacity expansion at WACKER SILICONES’ site in
Zhangjiagang, China. Other examples are the construction of a new
polysilicon facility in Burghausen (WACKER POLYSILICON) and capacity
expansions for 300-mm wafers (Siltronic). The proceeds received by
Blue Elephant Holding GmbH are intended to refinance the shares
acquired from Sanofi-Aventis in Wacker-Chemie GmbH.
This press release does not constitute an offer to sell or the
solicitation of an offer to purchase the shares or other securities
of Wacker Chemie AG. The offer is made exclusively through and on the
basis of the prospectus, as published, and supplement No. 1 thereto.
Investors should not make an investment decision with respect to the
shares or any other securities of Wacker Chemie AG except on the
basis of the information contained in the prospectus and supplement
No. 1 thereto. Free copies of this material are available to
investors from Wacker Chemie AG.
This press release is not an offer of securities for sale in the
United States of America. Securities may not be offered or sold in
the United States of America absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended. Any
public offering of securities to be made in the United States of
America will be made by means of a prospectus that may be obtained
from Wacker Chemie AG and that will contain detailed information
about the company and management, as well as financial statements.
The information contained in this press release is not for
publication or distribution in the United States of America, Canada,
Australia or Japan and does not constitute an offer of securities for
sale in the United States of America, Canada, Australia or Japan.
This press release is directed only at persons outside the U.K. (the
"relevant persons"). Each solicitation of an offer, each offer and
each agreement to subscribe for, to purchase or to otherwise acquire
the securities is directed only at relevant persons and at certain
other persons or will be entered into only with relevant persons or
certain other persons. Persons who are not relevant persons should
not act on the basis of or rely on the information contained therein.
This press release contains forward looking statements for the future
based on assumptions and estimates of WACKER's Executive Board.
Although we assume the expectations in these forward looking
statements are realistic, we cannot guarantee they will prove to be
correct. The assumptions may harbor risks and uncertainties that may
cause the actual figures to differ considerably from the forward
looking statements. Factors that may cause such discrepancies
include, among other things, changes in the economic and business
environment, variations in exchange and interest rates, the
introduction of competing products, lack of acceptance for new
products or services, and changes in corporate strategy. WACKER does
not plan to update the forward looking statements, nor does it assume
the obligation to do so.
end of announcement                               euro adhoc 08.04.2006 17:07:56

Further inquiry note:

Christof Bachmair
+49 (0)89 6279 1830

Branche: Chemicals
ISIN: DE000WCH8881
Index: CDAX
Börsen: Frankfurter Wertpapierbörse / admission applied: official

Original content of: Wacker Chemie AG, transmitted by news aktuell