INA-Holding Schaeffler KG (Herzogenaurach, Germany) has made a surprise and unsolicited bid for FAG Kugelfischer Georg Schafer AG (Schweinfurt, Germany). On Monday, the Frankfurt Stock Exchange suspended trading in FAG shares.

Privately-held INA has stated it intends to launch a public tender offer to FAG shareholders on September 15, 2001. INA is offering € 11 per share, a 50% premium over FAG's September 7 closing price of € 7.25, and above FAG's recent 18-month high.

With 61.2 million shares outstanding, INA's bid values FAG at € 673.2 million.

INA's CEO, Dr. Gessinger, said in its offer, "We are making a very attractive cash offer to the FAG Kugelfischer shareholders - one that is above the highest share price of the last eighteen months. We have the unique opportunity here to create a German-based global player that would be one of the top three in the roller bearing industry worldwide. We compliment and expand each other's product, customer, and market portfolios extremely well."

FAG issued a short statement to shareholders, refusing to comment further. "...during the weekend, the Chief Executive Officer and the Chairman of the Supervisory Board of FAG have been informed of INA's intentions. The FAG Executive Board is considering the position also in the context of the successful realignment of the FAG Group. The Board will be making an announcement shortly to all shareholders with its response and advice with respect to the best interest of its shareholders, the company and its employees. In the meantime, shareholders are strongly advised to take no action and not to sell their shares, whilst the FAG Executive Board considers its position and its options."

FAG has 68,000 shareholders, owning 61.2 million shares outstanding:

42.8 million shares	63%	privately held worldwide
6.8 million shares	10%	held by German institutional investors
15.6 million shares	23%	held by non-German institutional investors
2.7 million shares	4%	unidentified holders

FAG 2000 sales were € 2.2 billion; the company has approximately 18,000 employees around the world.

INA Holding is the parent company of INA Bearing, LuK and Rege. It is a privately held company founded in 1946.

INA 2000 sales were € 4.2 billion; the company has approximately 34,000 employees around the world in 47 production plants.

INA's tender offer goes into effect September 15 and expires on October 22. It is a cash offer, subject to acquisition of 75% (45.9 million) or more of the outstanding shares. INA's offer is also subject to the European Union's Antitrust Commission approval.

The full text of INA's shareholder offer is available at: