08/02/2005 - Süd-Chemie AG´s Managing Board and Supervisory Board do not recommend accepting the takeover bid made by SC-Beteiligungsgesellschaft mbH

The Managing Board and the Supervisory Board of Süd-Chemie AG today published their joint statement on the public takeover offer made to Süd-Chemie AG shareholders by SC-Beteiligungsgesellschaft mbH. This obligatory announcement pursuant to Sec. 27 para. 3 in conjunction with Sec. 14 para. 3 first sentence of the German Securities Acquisition and Takeover Act (WpÜG) relates to the offer document published by SC-Beteiligungsgesellschaft mbH on 19 July 2005.

Applying various valuation methods, the Managing Board and the Supervisory Board of Süd-Chemie AG have evaluated the 35.00 euros consideration offered by the bidder, both from a financial viewpoint and based on the Managing Board´s current strategic and financial planning, as well as other relevant assumptions. In assessing the results of these valuations, the Managing Board was advised by the Deutsche Bank AG and the Supervisory Board of Goldman, Sachs & Co oHG.

Based on the financial analyses meanwhile carried out, both the Managing Board and the Supervisory Board have reached the conclusion in the joint statement that from a financial point of view, the cash consideration of 35.00 euros per share offered by the bidder does not represent a reasonable price.

Although the Managing Board and the Supervisory Board welcome the bidder´s overall readiness to cooperate with the Managing Board and are moreover open to suggestions relating to corporate strategy, no binding commitment has been made by SC-Beteiligungsgesellschaft mbH to maintain the independence of the Süd-Chemie Group. There is therefore no guarantee that the Managing Board will be able to pursue its present strategy following a takeover. All statements and appraisals made on the part of the bidder are still subject to a more detailed analysis of the Süd-Chemie Group and must therefore be classified as non-binding declarations of intent.

Both the Managing Board and the Supervisory Board therefore recommend Süd-Chemie AG shareholders in the joint statement not to accept the takeover offer.

The joint statement issued by the Managing Board and the Supervisory Board may be downloaded from the Süd-Chemie AG website at www.sud-chemie.com/statement and is also available free of charge directly from Süd-Chemie AG (Corporate Public Relations, Tel. +49 89/5110-250). Express reference is hereby made to the fact that this release does not contain additional information to the content of the joint statement and that solely the joint statement issued pursuant to Sec. 27 WpÜG is binding.

The joint statement shown on the Süd-Chemie AG website at www.sud-chemie.com/statement is a non-binding convenience translation of the joint statement issued by the Managing Board and the Supervisory Board of Süd-Chemie Aktiengesellschaft pursuant to Sec. 27 of the German Takeover Act. The German version of the joint statement is the only binding version.

Munich, 2 August 2005
Süd-Chemie AG, Munich