Daimler-Benz To Offer Mandatory Convertible Notes.NEW YORK--(BUSINESS WIRE)--April 16, 1997--(NYSE-DAI) Daimler-Benz Aktiengesellschaft announced today that it intends to offer approximately DM 1.0 billion aggregate principal amount of 5 3/4% Subordinated Mandatory Convertible Mandatory Convertible A type of convertible bond that has a required conversion or redemption feature. Either on or before a contractual conversion date, the holder must convert the mandatory convertible into the underlying common stock. Notes due June 14, 2002, subject to the effectiveness of a registration statement filed today with the Securities and Exchange Commission. The offering represents an innovative equity-linked financing for Daimler-Benz. The offering will be made through a rights offering to all holders of record of American Depositary Shares American Depositary Share (ADS) Foreign stock issued in the US and registered in the ADR system. as of April 25, 1995, subject to effectiveness of the Registration statement. It is anticipated that the rights will be made available to holders on or about April 28, 1997 and may be exercised until May 13, 1997. Application has been made to list the rights for trading on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. . The Company anticipates that closing of the offering will occur on or about May 15, 1997. Each outstanding share or ADS will entitle the holder thereof to one right. An estimated 67 Rights will entitle the holder thereof to subscribe for one Note. The exact subscription ratio will be determined on April 18, 1997. U.S. holders may purchase Notes only in the form of either U.S. dollar-denominated American Depositary DEPOSITARY, contracts. He with whom a deposit is confided or made. 2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470. Notes ("ADNs") or Deutsche Mark-denominated book-entry securities Book-Entry Securities Securities that are recorded in electronic records called book entries rather than as paper certificates. Also referred to as "book-entry receipt." Notes: Ownership of U.S. government book-entry securities is transferred over fedwire. ("DM-BESs"). The subscription price for the Notes will equal the nominal amount of the Notes which will be determined on May 6, 1997 on the basis of the average of the official quotation of the shares on the Stuttgart Stock Exchange during the period between April 28 and May 6, 1997. The Notes will be convertible at the option of the holder into shares at a conversion premium of between 11% and 16% above the average market price of the shares during the period between April 28 and May 6, 1997. At maturity, the Notes will be mandatorily converted into shares at a rate determined based on the price performance of the shares during the 20 trading day In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends. period prior to June 8, 2002, subject to a minimum and maximum conversion price to be determined on May 6, 1997. The maximum conversion price will be set at a premium of between 11% and 16% of such market price. The minimum conversion price will be set at a 20% discount to such market price. The timetable below lists certain important dates relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the offering for holders of ADSs: Record date for ADS rights-5:00 p.m. (New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time).........................April 25, 1997 Commencement of Subscription Period...........April 28, 1997 Trading of ADS rights (on a "regular way" basis) commences of the NYSE NYSE See: New York Stock Exchange ........................April 28, 1997 Ex-rights Date Ex-rights date The date on which a share of common stock with rights on it begins trading ex-rights. ex-rights date The first day of trading on which new buyers of a firm's stock will not be entitled to receive recently declared rights to for ADSs.......................April 28, 1997 Fixing of the Subscription Price.................May 6, 1997 Trading of ADS rights Ends-4:00 p.m. (New York City time)............................May 8, 1997 Subscription Period Ends-5:00 p.m. (New York City time)............................May 13, 1997 Delivery of ADNs or DM-BESs on or about.........May 15, 1997 Daimler-Benz is the largest industrial group in Germany with 1996 revenues of DM 106 billion. The Group operated in four business segments in 1996 - Automotive (Passenger Cars and Commercial Vehicles), Aerospace, Services and Directly Managed Businesses. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. CONTACT: Daimler-Benz AG Corporate Communications Corporate communications is the process of facilitating information and knowledge exchanges with internal and key external groups and individuals that have a direct relationship with an enterprise. Roland Klein Tel. (0711) 17-93635 Fax (0711) 17-94686 or Eckhard Zanger Tel. (0711) 17-93311 Fax (0711) 17-94686 |
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