EANS-News: Salzgitter AG prices offering of bonds exchangeable into shares of Aurubis AG

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Corporate news transmitted by euro adhoc. The issuer/originator is solely
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Salzgitter (euro adhoc) - Salzgitter, October 28, 2010

Not for publication or distribution in the United States, Australia, Canada,
Japan or South Africa

Salzgitter AG prices offering of bonds exchangeable into shares of Aurubis AG

Issue size: approx. EUR 275 million
Coupon: 2.00%
Exchange price: EUR 46.9019

Salzgitter AG successfully placed approx. EUR 275 million senior unsecured bonds
exchangeable into shares of Aurubis AG (the "Bonds") with domestic and
international institutional investors outside of the US only. The Bonds have
been oversubscribed several times. With this transaction, Salzgitter AG
diversifies its funding sources and intends to use the proceeds from the sale of
the exchangeable bonds for general corporate purposes.

After completion of the accelerated bookbuilding, the offering size is EUR 275
million (over approximately 5.8 million shares of Aurubis AG initially). In
addition, Salzgitter AG has granted the Joint Bookrunners a greenshoe option of
up to EUR 25 million to cover over-allotments (if any). The maximum number of
underlying Aurubis AG shares assuming exercise of the greenshoe option will
therefore initially be approximately 6.4 million, representing approximately 16%
of the current share capital of Aurubis AG. The final issue size can amount up
to EUR 300 million.

The Bonds will be issued by Salzgitter Finance B.V., a wholly-owned Dutch
subsidiary of Salzgitter AG, and are guaranteed by Salzgitter AG.
The Bonds will have a maturity of seven years and are callable by the Issuer on
or after 28 November 2013 if the Aurubis AG share price (over a certain period)
exceeds 130% of the then applicable exchange price. Holders of the Bonds will be
entitled to require an early redemption of their Bonds on the fifth anniversary
of the issue date, at the principal amount plus accrued interest. The annual
coupon has been set at 2.00% from a range of 1.75% to 2.50%. The exchange price
has been set at EUR 46.9019 which represents an exchange premium of 25% above
the reference price of EUR 37.5215
Settlement will take place on or around 8 November 2010.
Salzgitter AG intends to list the Bonds on the Open Market (Freiverkehr) segment
of the Frankfurt Stock Exchange.

BofA Merrill Lynch, Commerzbank and Deutsche Bank are acting as Joint
Bookrunners and Lead Managers in relation to the transaction.
From the date of the announcement of the final terms of the Bonds, BofA Merrill
Lynch, as stabilisation manager, may over-allot or effect transactions with a
view to supporting the market price of the Bonds at a level higher than that
which might otherwise prevail. Such stabilising, if commenced, must be brought
to an end no later than 5 November 2010. If commenced, such stabilising may lead
to a market price of the Bonds which may be higher than the level that would
exist if no such stabilising measures were taken and may indicate to the market
a price stability which without such stabilising might not prevail. However,
there is no obligation to engage in such stabilisation activities and such
stabilisation, if commenced (which may not occur before the final terms of the
Bonds have been announced), may be discontinued at any time.
Stabilisation/FSA.

IMPORTANT NOTE - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (OR TO US PERSONS),
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA, OR IN ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW

This press release is for information purposes only and does not constitute or
form part of, and should not be construed as an offer or an invitation to sell,
or issue or the solicitation of any offer to buy or subscribe for, any
securities. In connection with this transaction there has not been, nor will
there be, any public offering of any securities. No prospectus will be prepared
in connection with the offering. The Bonds may not be offered to the public in
any jurisdiction in circumstances which would require the Issuer of the Bonds to
prepare or register any prospectus or offering document relating to the Bonds in
such jurisdiction.

The distribution of this press release and the offer and sale of the Bonds in
certain jurisdictions may be restricted by law. Any persons reading this press
release should inform themselves of and observe any such restrictions.
This press release does not constitute an offer to sell or a solicitation of an
offer to purchase any securities in the United States. The securities referred
to herein (including the Bonds and the shares of Aurubis AG) have not been and
will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or the laws of any state within the U.S., and may not be
offered or sold in the United States or to or for the account or benefit of U.S.
persons, except in a transaction not subject to, or pursuant to an applicable
exemption from, the registration requirements of the Securities Act or any state
securities laws. This press release and the information contained herein may not
be distributed or sent into the United States, or in any other jurisdiction in
which offers or sales of the securities described herein would be prohibited by
applicable laws and should not be distributed to United States persons or
publications with a general circulation in the United States. No offering of the
Bonds is being made in the United States.

Subject to certain exceptions, the securities referred to herein (including the
Bonds and the shares of Aurubis AG) may not be offered or sold in Australia,
Canada, Japan or South Africa to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, Japan or South Africa. The
offer and sale of the securities referred to herein has not been and will not be
registered under the applicable securities laws of Australia, Canada or Japan.

In the United Kingdom, this press release is only being distributed to and is
only directed at (i) persons who have professional experience in matters
relating to investments falling within Article 19(1) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (ii)
high net worth entities falling within Article 49(2) of the Order and (iii)
persons to whom it would otherwise be lawful to distribute it (all such persons
together being referred to as "relevant persons"). The Bonds are only available
to, and any invitation, offer or agreement to subscribe, purchase or otherwise
acquire such Bonds will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on this press release or any
of its contents.

The Joint Bookrunners are acting on behalf of the Issuer and Salzgitter and no
one else in connection with the securities and will not be responsible to any
other person for providing the protections afforded to clients of the Joint
Bookrunners, or for providing advice in relation to the securities.
In connection with the offering of the Bonds, each of the Joint Bookrunners and
any of their respective affiliates acting as an investor for their own account
may take up Bonds and in that capacity may retain, purchase or sell for its own
account such securities and any securities of the Issuer, Salzgitter or Aurubis
or any related investments and may offer or sell such securities or other
investments otherwise than in connection with the offering of the Bonds. The
Joint Bookrunners do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so.

Any offer if made may only be addressed to and directed, in member states of the
European Economic Area which have implemented the Prospectus Directive (each, a
"relevant member state"), at persons who are "qualified investors" within the
meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC)
and pursuant to the relevant implementing rules and regulations adopted by each
relevant member state ("Qualified Investors").

Each person who initially acquires any securities or to whom any offer of
securities may be made will be deemed to have represented, acknowledged and
agreed that it is a Qualified Investor as defined above.

In the case of any securities being offered to any investor as a financial
intermediary as that term is used in Article 3(2) of the Prospectus Directive,
such investor will also be deemed to have represented and agreed that the
securities acquired by it in the offering have not been acquired on behalf of
persons in the EEA other than Qualified Investors or persons in the UK and other
member states (where equivalent legislation exists) for whom the investor has
authority to make decisions on a wholly discretionary basis, nor have the
securities been acquired with a view to their offer or resale in the EEA where
this would result in a requirement for publication by the Issuer, the Joint
Bookrunners or any other manager of a prospectus pursuant to Article 3 of the
Prospectus Directive, unless the prior consent of the Joint Bookrunners has been
obtained to such offer or resale.

Further information can be obtained on the webpage of Salzgitter AG:
www.salzgitter-ag.de

Further inquiry note:
Markus Heidler
+49 (0) 5341/21-6105
[email protected]
end of announcement euro adhoc
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company: Salzgitter AG
Eisenhüttenstraße 99
D-38239 Salzgitter
phone: +49 (0) 5341-21-3783
mail: [email protected]
WWW: http://www.salzgitter-ag.de
sector: Iron & Steel
ISIN: DE0006202005
indexes: Midcap Market Index, MDAX, CDAX, Classic All Share, Prime All Share
stockmarkets: regulated dealing/prime standard: Frankfurt, free trade: Berlin,
Hamburg, Stuttgart, Düsseldorf, Hannover, München
language: English

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