|  Germany

HOMAG Group AG acquires 51 per cent share in BENZ GmbH Werkzeugsysteme / Ad hoc announcement

Majority takeover of long-standing system supplier

With effect from January 1, 2009, HOMAG Group AG will be taking over a 51 per cent share in BENZ GmbH Werkzeugsysteme, Haslach, ("BENZ”) from the current sole shareholder Zimmer GmbH, Vermögensverwaltung in Rheinau, which will be retaining the remaining 49 per cent. A contract to this effect was notarially authenticated on November 20, 2008. BENZ manufactures tools and units for the metal, woodworking and plastics processing industries. The deal also includes acquisition of the division of Zimmer GmbH Technische Werkstätten which is active in the wood processing sector. The company created by the deal will employ a workforce of around 230 and plans to generate a turnover of EURO 35 million in 2009. The takeover is subject to the approval of the Monopolies and Mergers Commission.

The precise price tag paid for the company remains a well-kept secret by common consent. However, the fixed sum paid for the acquired share was based on approximately six times the pro-rated post-tax profits planned for 2009. An increase in the purchase price has also been agreed depending on the operating result actually achieved in 2010. BENZ’s profitability exceeds that of the HOMAG Group AG.

Both BENZ and the Zimmer Group have worked as close partners to the HOMAG Group for many years as system suppliers of various tool components. Following the takeover, BENZ will remain an independent entity operating in its existing location in Haslach in Baden and will retain its established brand name. BENZ will also continue to be managed by its present executive team and to serve its existing customers and markets.

Explanation
BENZ possesses an extensive fund of expertise in the fields of gearing, spindle and bearing technology. The BENZ product portfolio is distinguished from its competitors by the high performance density of its units coupled with extreme precision. Dr. Joachim Brenk, Spokesman for the Board of HOMAG Group AG. "With Benz, we are acquiring a highly sound company with which we are very familiar through many years of cooperative partnership and collaboration. This already closely forged link will be further strengthened by our holding a majority share, allowing us to bring innovative new products even more quickly to market and further expand our technological leadership.”

Partners and General Managers of the Zimmer Group and General Managers of BENZ Günther and Martin Zimmer consider the new ownership structure to bring only benefits: "Under the umbrella of a company with the international standing of the HOMAG Group with its global sales structures, we anticipate huge potential for further growth which we will now be in a position to realize. Consequently not only for the company but for its customers and workforce, joining HOMAG Group AG presents a true win-win situation.”


Disclaimers
This announcement contains certain statements relating to the future. Future-oriented statements are all those statements that do not pertain to historical facts and events or expressions pertaining to the future such as "believes”, "estimates”, "assumes”, "forecasts”, "intend”, "may”, "will”, "should” or similar expressions. Such future-oriented statements are subject to risks and uncertainty since they relate to future events and are based on current assumptions of the Company, which may not occur in the future or may not occur in the anticipated form. The Company points out that such future-oriented statements do not guarantee the future; actual results including the financial position and the profitability of the HOMAG Group as well as the development of economic and regulatory framework conditions may deviate significantly (and prove unfavorable) from what is expressly or implicitly assumed or described in these statements. Even if the actual results of the HOMAG Group including the financial position and profitability as well as the economic and regulatory framework conditions should coincide with the future-oriented statements in this announcement, it cannot be guaranteed that the same will hold true in the future.

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