Heidelberg concludes capital increase

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA

• Plan to issue around 155 million new shares
• Expected gross proceeds from the issue of some EUR 420 million
• Subscription price EUR 2.70 per share
• Proceeds to be used to repay financial liabilities and strengthen the equity base
• Realignment of Heidelberg showing results

The Management Board of Heidelberger Druckmaschinen Aktiengesellschaft (Heidelberg) decided today, with the Supervisory Board's consent, to increase the company's share capital from EUR 199,791,191.04 by EUR 397,534,382.08 to EUR 597,325,573.12 by issuing 155,286,868 new, no-par value bearer shares, each with a notional interest of EUR 2.56 in the share capital.

COMMERZBANK Aktiengesellschaft and Deutsche Bank Aktiengesellschaft, acting as Global Coordinators, as well as BNP Paribas, HSBC Trinkaus & Burkhardt, LBBW and WestLB have agreed to underwrite and subscribe for the new shares and to offer them to the shareholders under an indirect subscription right.

The Management Board has set out the subscription price, the subscription ratio and the subscription period. The subscription price amounts to EUR 2.70. The new shares will be offered to the shareholders at a subscription ratio of 1:2, i.e. one existing share entitles to subscribe for two new shares. The subscription period shall last from September 14, 2010 until September 27, 2010 (each time inclusive of the said date). Trading of subscription rights is intended from September 14, 2010 until September 23, 2010.

―This capital increase strengthens the financing structure of the Heidelberg Group for the long term,‖ said Heidelberg CFO Dirk Kaliebe. ―We have added flexibility to our cost structure and further reinforced our competitive position. We have seen incoming orders stabilize again from several quarters ago. The capital increase now gives us a financing structure that enables the Heidelberg Group to grow profitably."

The new shares shall be admitted to the regulated market at the Frankfurt Stock Exchange with simultaneous admission to the Prime Standard sector of the Frankfurt Stock Exchange. It is currently envisaged to include the new shares into the existing listing for the shares of the company on September 28, 2010.

Heidelberg CEO Bernhard Schreier said, ―The rights issue is a key step in returning Heidelberg to sustained profitable performance. In the last few months, we have indentified opportunities and framed strategies to secure Heidelberg's long-term growth. Thanks to our organizational and strategic realignment, we will keep on profiting from the economic recovery. In the medium term, expected growth in segments strategically important to Heidelberg - packaging printing, services, consumables and emerging markets - will further boost our success."

Heidelberg shareholders approved the new share issue with a 97 percent majority at the Annual General Meeting on July 29, 2010. Heidelberg intends to use the net proceeds of the offering of the new shares entirely to reduce its financial liabilities from the package put together to restructure the Group's financing in summer 2009 and to strengthen the equity base of the company. Heidelberg is thus moving early to refinance credit facilities that fall due in summer 2012 to secure its long-term financing. In the medium-term, Heidelberg aims for a capital structure that qualifies for an investment grade rating on the capital markets.

Allianz SE, a major Heidelberg shareholder, has irrevocably undertaken vis-à-vis Heidelberg and the Global Coordinators subject to certain conditions to subscribe all new shares assigned in the rights issue to shareholdings held by its group companies.

In order to participate in the capital increase, RWE AG, a second major shareholder, has sold part of its shares on the stock exchange. RWE AG plans to sell more of its shares off-exchange prior to the commencement of the subscription period via an appointed bank in an amount enabling RWE AG to subscribe for the new shares assigned to it using the total proceeds from the sale of the old shares (without using other internally generated funds).


The securities prospectus required for the public offering will be available for viewing at www.heidelberg.com and elsewhere.


For further information:
Heidelberger Druckmaschinen AG
Investor Relations
Andreas Trösch
Tel: +49 (0)6221- 92 6020
Fax: +49 (0)6221- 92 5189
E-mail: Andreas.Troesch@Heidelberg.com  

This communication constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities. Any such offer will be made solely on the basis of the Securities Prospectus to be published and registered with the German Financial Supervisory Authority (BaFin). The information legally required to be provided to investors is contained only in the Securities Prospectus.

The information contained in this communication is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions of any State of the United States of America or the District of Columbia) and must not be distributed to U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended ("Securities Act")) or publications with a general circulation in the United States of America. This communication is not an offer of securities for sale in the United States of America. The securities have not been and will not be registered under the Securities Act and may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act. Heidelberg Druckmaschinen AG does not intend to register any portion of the offering in the United States of America or to conduct a public offering of the securities in the United States of America.

This communication is not an offer of securities for sale in the United Kingdom, Canada, Japan or Australia.


Heidelberger Druckmaschinen

A technology provider and partner in the print media industry


A technology provider and partner in the print media industry Heidelberger Druckmaschinen AG (Heidelberg) is with its sheetfed offset printing machines one of the leading solution providers for the print media industry. All over the world, the name Heidelberg is synonymous with state-ofthe art technology, top quality, and closeness to the customer. The core business of this technology group covers the whole value-added and process chain for the 35 x 50 cm (13.78 x 19.69 in) to 121 x 162 cm (47.64 x 63.78 in) format classes in the sheetfed offset sector.

Heidelberg develops and produces precision printing presses, platesetters, postpress equipment, and software for integrating all the printshop processes. Environmental protection has an enduring importance in this regard. Solutions for the development, production, and utilization of presses help to conserve resources, reduce emissions, and cut wastage. The Heidelberg portfolio also provides general and consulting services ranging from spare parts and consumables to the sale of remarketed equipment, and training at the Print Media Academy.

Based in Heidelberg, Germany, with development and production sites in seven countries and around 250 sales offices across the globe, the company supports around 200,000 customers worldwide. All Heidelberg presses destined for the world market are manufactured at the Wiesloch-Walldorf site in line with strict quality standards. Standardized presses in all standard format classes and folding machines for the Chinese market are produced by Heidelberg in Qingpu near Shanghai.

Heidelberg presses worldwide produce high-quality print products such as business cards, brochures, posters, and folding cartons.

In financial year 2009/2010, Heidelberg recorded sales of EUR 2.306 billion. As at March 31, 2010, the Heidelberg Group had a workforce of 16,496 worldwide, including 700 trainees.


Important Note
This press release contains forward-looking statements based on assumptions and estimations by the Management Board of Heidelberger Druckmaschinen Aktiengesellschaft. Even though the Management Board is of the opinion that those assumptions and estimations are realistic, the actual future development and results may deviate substantially from these forward-looking statements due to various factors, such as changes in the macro-economic situation, in the exchange rates, in the interest rates and in the print media industry. Heidelberger Druckmaschinen Aktiengesellschaft gives no warranty and does not assume liability for any damages in case the future development and the projected results do not correspond with the forward-looking statements contained in this press release.