08/23/2005 - SC-Beteiligungsgesellschaft changes conditions of takeover bid

Süd-Chemie shareholders reject current offer almost unanimously

SC-Beteiligungsgesellschaft mbH, Frankfurt am Main, a subsidiary of the American investment company One Equity Partners LLC (OEP), today exercised its right to change the voluntary public tender offer made to Süd-Chemie AG shareholders on 19 July 2005.

By 22 August 2005, only 468 Süd-Chemie AG shares had been sold to SC-Beteiligungsgesellschaft. This represents 0.004% of Süd-Chemie AG´s share capital and voting rights and indicates that Süd-Chemie shareholders complied almost unanimously with the recommendation issued by the Managing Board and the Supervisory Board of Süd-Chemie AG, not to accept the offer in view of the fact that SC-Beteiligungsgesellschaft has made no binding statement on the ongoing independence of the Süd-Chemie Group, has provided only non-committal information on its intentions regarding Süd-Chemie´s strategy and, based on its bid of 35.00 euros per share, has failed to make a fair offer. The Managing Board and the Supervisory Board would like to thank Süd-Chemie AG shareholders for this expression of confidence.

The takeover offer still envisages purchasing Süd-Chemie AG shares at 35.00 euros per share. However, unlike the offer made to Süd-Chemie AG shareholders by SC-Beteiligungsgesellschaft mbH on 19 July 2005, this modified bid is no longer dependent on acquiring a majority share. Following antitrust clearance, OEP intends to take over the shares held by Allianz (19%), Possehl Beteiligungsverwaltung (10%) and Bayerische Landesbank (10%), irrespective of the acceptance quota resulting from the tender offer. OEP still aims to obtain a majority in Süd-Chemie AG.

As a result of changing the tender offer within the set time, the offer period will now be extended by two weeks until 4.00 p.m. (CEST) on 9 September 2005.

In the next few days, both the Managing Board and Supervisory Board of Süd-Chemie AG will be issuing a statement on this modified takeover offer in accordance with Sec. 27 of the Securities Acquisition and Takeover Act. Shareholders are recommended to wait for this statement to be issued before deciding whether to accept the offer.

Munich, 23 August 2005

Enquiries:
Süd-Chemie AG
Patrick Salchow
Corporate Public Relations
Tel. +49-(0)89-5110-250
Fax +49-(0)89-5110-302

Süd-Chemie is an independent specialty chemical company headquartered in Munich and operating on a worldwide scale. Key markets served by its Adsorbents Division include the consumer-goods, packaging and foundry industries, as well as the paper and plastics industries. Products manufactured by the Catalysts Division offer solutions for water treatment, petrochemicals processing, energy storage and hydrogen production, as well as off-gas purification. The common denominator for all its products and innovations is the efficient and sparing use of natural resources to enhance the quality of life for both humans and the environment. Sales of €862 million were generated in 2004, 80% of these outside Germany. Süd-Chemie employs more than 5,100 people at its 62 sales and production sites around the world.