VOLKSWAGEN AG: Merger of Volkswagen Aktiengesellschaft and Porsche Automobil Holding SE no longer expected within the time frame laid down in the Comprehensive Agreement

VOLKSWAGEN AG  / Miscellaneous

08.09.2011 20:14

Dissemination of a UK Regulatory Announcement, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------

Merger of Volkswagen Aktiengesellschaft and Porsche Automobil 
Holding SE no longer expected within the time frame laid down in 
the Comprehensive Agreement
  
Goal of integrated automotive group with Porsche remains unchanged
  
Following discussions with Porsche Automobil Holding SE (Porsche 
SE), Volkswagen Aktiengesellschaft's Board of Management has 
reached the conclusion that the planned merger with Porsche SE 
cannot be implemented within the time frame provided for in the 
Comprehensive Agreement. Nevertheless, all parties remain committed 
to the goal of creating an integrated automotive group with Porsche 
and are convinced that this will take place.
  
From Volkswagen's perspective, the continuing legal hurdles mean 
that it is currently impossible to quantify the economic risks of a 
merger and therefore to perform the valuation of Porsche SE 
required to determine the exchange ratio. The main causes of 
uncertainty are the ongoing proceedings and actions brought against 
Porsche SE in Germany and the USA for alleged market manipulation. 
According to the information currently available, these legal 
hurdles are no longer expected to be removed in time. One factor 
influencing the Board of Management's assessment was an indication 
by the Stuttgart public prosecutors of the length of time needed 
for the preliminary investigations.
  
As the Board of Management believes that the General Meeting 
resolutions required for the merger of Porsche SE with Volkswagen 
AG can no longer be adopted by the year-end 2011 deadline 
stipulated in the Comprehensive Agreement, the remeasurement of the 
put/call rights in respect of Porsche Zwischenholding GmbH in the 
financial statements as of September 30, 2011 is expected to lead 
to a clearly positive contribution to Volkswagen AG's financial 
result.
  
In the coming weeks, Volkswagen AG's Board of Management will 
analyze whether other potential courses of action exist for 
achieving the goal of creating an integrated automotive group with 
Porsche in addition to the put/call options laid down in the 
Comprehensive Agreement. The results of this examination will be 
presented to the Supervisory Board before the end of the year.  
  
Wolfsburg, September 8, 2011 
  
Volkswagen AG - The Board of Management
  


08.09.2011 DGAP's Distribution Services include Regulatory Announcements, 
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

---------------------------------------------------------------------------
 
Language:           English
Company:            VOLKSWAGEN AG
                    Brieffach 1849
                    38436 Wolfsburg
                    Germany
Phone:              +49 (0)5361 9 - 49840
Fax:                +49 (0)5361 9 - 30411
E-mail:             christine.ritz@volkswagen.de
Internet:           www.volkswagenag.com/ir
ISIN:               DE0007664039, DE0007664005
Indices:            DAX, Euro Stoxx 50
Listed:             Regulierter Markt in Berlin, Düsseldorf, Frankfurt
                    (Prime Standard), Hamburg, Hannover, München,
                    Stuttgart; Terminbörse EUREX; London, Luxembourg, SIX
Category Code:      MSC
LSE Ticker:         VKW
Sequence Number:    905
Time of Receipt:    Sep 08, 2011 19:40:19
 
End of Announcement                             DGAP News-Service
 
---------------------------------------------------------------------------