Voluntary takeover bid - GZ GZ 1999/2/3
                
            
| Offeree Company | KTM-Sportmotorcycle AG (FN 116267g) | 
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| ISIN | WK 095.745 | 
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| Offeror | CROSS Beteiligungsverwaltungs GmbH | 
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| Acceptance period | 22 Jun to 21 Jul 1999, | 
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| Offer price | 65 EUR per share | 
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| Offer volume | 952,401 shares (approx. 47.62%) | 
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| Premium | + 16.6% (6M), +6.3% (12M), +51.2% (IPO) | 
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| Conditions | Acquisition of at least 452,402 KTM shares (~22.62%) | 
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| Paying agent | Bank Gutmann AG | 
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| Share held by bidder prior to announcement of offer | The Offeror does not own any KTM shares. | 
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| SHARE PORTFOLIO OF THE OFFEROR | The Offeror does not own any KTM shares at present. CROSS Holding AG owns approx. 2% of KTM shares. CROSS Beteiligungs-AG owns 25% of KTM shares. The shares held by CROSS Beteiligungs-AG (25%), part of the shares held CROSS Holding AG (~0.6%) as well as the shares held by Fiorde Servicos Lda. and Galeto Servicos Lda. (25.4%) are related within a syndicate that together owns a total of 51% of KTM shares. | 
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| Further important information | The Offeror has entered into option agreements with CROSS Beteiligungs-AG, CROSS Holding AG, Fiorde Servicos Lda. as well as Galeto Servicos Lda. for the purchase of 1,047,599 KTM shares (~52.38%) (“associated KTM shares"). The options are contingent on the successful execution of this takeover bid. | 
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| IMPROVEMENT OF THE OFFER: | The compensation is due on the day of the announcement of the outcome (§ 19 para 2 Takeover Act). If the Offeror acquires at least 452,402 of the free KTM shares (22.62%) outside of the offer (in the meaning of § 16 para 1 Takeover Act), the compensation is due three banking days after execution of the agreement (in the meaning of § 16 para 1 Takeover Act), at the earliest though three banking days after the acceptance declaration is submitted. | 
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