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10.06.2026 21:45:20 - dpa-AFX: EQS-Adhoc: MAHLE has successfully priced the issuance of additional EUR 200 million notes due 2032 and is launching a partial tender offer for its outstanding notes due 2028 (english)
MAHLE has successfully priced the issuance of additional EUR 200 million
notes due 2032 and is launching a partial tender offer for its outstanding notes
due 2028
EQS-Ad-hoc: MAHLE GmbH / Key word(s): Capital measures / Other
MAHLE has successfully priced the issuance of additional EUR 200 million
notes due 2032 and is launching a partial tender offer for its outstanding
notes due 2028
10-Jun-2026 / 21:45 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by EQS News - a service of EQS Group.
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY
JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE UNLAWFUL.
MAHLE has successfully priced the issuance of additional EUR 200 million
notes due 2032 and is launching a partial tender offer for its outstanding
notes due 2028
Stuttgart, June 10, 2026 - MAHLE GmbH (the "Company") today successfully
priced the issuance of additional notes increasing its existing notes due
2032 in an aggregate principal amount of EUR 200 million (the "Additional
Notes") and is launching a partial cash tender offer of up to EUR 250
million to the holders of its approx. EUR 450 million unsecured 2.375% notes
due 2028 (ISIN XS2341724172, the "Existing Notes"), which remain outstanding
following a partial tender offer conducted last year (the "Tender Offer").
The Tender Offer is expected to commence today and is expected to end on
June 18, 2026, 5:00 p.m. (CEST), subject to an extension or shortening of
such period. The repurchase price for each of the validly tendered 2028
Notes accepted for repurchase will be 98.800% of the principal amount. The
closing of the Tender Offer is subject to certain closing conditions,
including the successful closing of the issuance of the Additional Notes.
The Additional Notes will be issued on the same terms as the Company's EUR
300 million unsecured 7.125% notes due 2032 (ISIN XS3108519227) issued in
June 2025. The final issue price of the Additional Notes is 104.500% of par.
This corresponds to a yield-to-worst of 5.87% until an optional redemption
effective July 15, 2030.
The Additional Notes have been offered in a private placement exclusively to
qualified investors outside the United States of America (Regulation S). The
Additional Notes will be listed on The International Stock Exchange.
The Company intends to use the net proceeds from the Additional Notes, as
well as cash on balance sheet, for the Tender Offer and for general
corporate purposes.
DISCLAIMER
This announcement is for information purposes only and does not constitute,
contain 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. The
Additional Notes may not be offered to the public in any jurisdiction under
circumstances which would require the issuer of the Additional Notes to
prepare or register any prospectus or offering document relating to the
Additional Notes in such jurisdiction.
The distribution of this announcement and the offer and sale of the
Additional Notes in certain jurisdictions may be restricted by law. Any
persons reading this announcement should inform themselves of and observe
any such restrictions.
Neither this announcement nor the tender offer memorandum constitutes an
offer to sell or a solicitation of an offer to purchase any securities in
the United States or to U.S. persons. Any securities referred to therein
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 absent
registration or an applicable exemption from registration or in a
transaction not subject to the registration requirements of the Securities
Act. There will be no offering of securities in the United States. This
announcement 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 publications with a general
circulation in the United States. The Additional Notes have not been, and
will not be, registered under the Securities Act or the securities laws of
any state or other jurisdiction of the United States, and may not be
offered, sold or delivered, directly or indirectly, in the United States or
to, or for the account or benefit of, U.S. persons. The Additional Notes are
being offered and sold only outside the United States in reliance on
Regulation S under the Securities Act. This announcement and the tender
offer memorandum may not be sent or given to a person in the United States
or otherwise to any person other than in an offshore transaction in
accordance with Regulation S under the Securities Act.
The Additional Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA"). For these
purposes, a "Retail Investor" means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU ("MIFID II"); (ii) a customer within the meaning of Directive
(EU) 2016/97, where that customer would not qualify as a professional client
as defined in point (10) of article 4(1) of MIFID II; or (iii) not a
Qualified Investor as defined in Regulation (EU) 2017/1129, as subsequently
amended and supplemented (the "Prospectus Regulation"). Consequently, no key
information document required by Regulation (EU) No 1286/2014 (the "PRIIPs
Regulation") for offering or selling the Additional Notes or otherwise
making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Additional Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
In the United Kingdom, this announcement is only being distributed to and is
only directed at persons who (i) have professional experience in matters
relating to investments (being investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 ("FSMA")
(Financial Promotion) Order 2005 (as amended, the "Financial Promotion
Order")),
(ii) are persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc.".) of the Financial Promotion
Order, (iii) are outside the United Kingdom or (iv) are persons to whom an
invitation or inducement to engage in investment activity (within the
meaning of section 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any notes may otherwise lawfully be
communicated or caused to be communicated (all such persons together being
referred to as "Relevant Persons"). The Additional Notes are only available
to, and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such notes will be engaged in only with, Relevant Persons.
Any person who is not a Relevant Person should not act or rely on this
announcement or any of its contents. The Additional Notes are not intended
to be offered, sold or otherwise made available and should not be offered,
sold or otherwise made available to any retail investor in the United
Kingdom. For these purposes, a retail investor means a person who is one (or
more) of (i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "EUWA"), (ii) a customer
within the meaning of the FSMA and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of
the EUWA ("UK MiFIR") or (iii) not a qualified investor as defined in
paragraph 15 of Schedule 1 to the Public Offers and Admission to Trading
Regulations 2024. Consequently, no key information document required by the
PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA
(the "UK PRIIPs Regulation") for offering or selling the Additional Notes or
otherwise making them available to retail investors in the UK has been
prepared and therefore offering or selling the Additional Notes or otherwise
making them available to any retail investor in the UK may be unlawful under
the UK PRIIPs Regulation.
The Tender Offer is not being made, and will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or of any facilities
of a national securities exchange of, the United States. This includes, but
is not limited to, facsimile transmission, electronic mail, telex,
telephone, the internet and other forms of electronic communication. The
2028 Notes may not be tendered in the Tender Offer by any such use, means,
instrumentality or facility from or within the United States or by persons
located or resident in the United States. Accordingly, copies of the
invitation memorandum and any other documents or materials relating to the
Tender Offer are not being, and must not be, directly or indirectly, mailed
or otherwise transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the United
States or to any persons located or resident in the United States. Any
purported tender of 2028 Notes in the Tender Offer resulting directly or
indirectly from a violation of these restrictions will be invalid and any
purported tender of 2028 Notes made by a person located in the United States
or any agent, fiduciary or other intermediary acting on a non-discretionary
basis for a principal giving instructions from within the United States will
be invalid and will not be accepted.
Each holder of 2028 Notes participating in the Tender Offer will represent
that it is not located in the United States and is not participating in the
Tender Offer from the United States or it is acting on a non-discretionary
basis for a principal located outside the United States that is not giving
an order to participate in the Tender Offer from the United States.
Contact:
Florian Ulrich
Head of Group Financing & Investor Relations
MAR.Compliance@mahle.com
End of Inside Information
---------------------------------------------------------------------------
10-Jun-2026 CET/CEST The EQS Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
View original content:
https://eqs-news.com/?origin_id=f3bb6ec0-55b5-11f1-8534-027f3c38b923&lang=en
---------------------------------------------------------------------------
End of Announcement EQS News Service
---------------------------------------------------------------------------
2332222 10-Jun-2026 CET/CEST
notes due 2032 and is launching a partial tender offer for its outstanding notes
due 2028
EQS-Ad-hoc: MAHLE GmbH / Key word(s): Capital measures / Other
MAHLE has successfully priced the issuance of additional EUR 200 million
notes due 2032 and is launching a partial tender offer for its outstanding
notes due 2028
10-Jun-2026 / 21:45 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by EQS News - a service of EQS Group.
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY
JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE UNLAWFUL.
MAHLE has successfully priced the issuance of additional EUR 200 million
notes due 2032 and is launching a partial tender offer for its outstanding
notes due 2028
Stuttgart, June 10, 2026 - MAHLE GmbH (the "Company") today successfully
priced the issuance of additional notes increasing its existing notes due
2032 in an aggregate principal amount of EUR 200 million (the "Additional
Notes") and is launching a partial cash tender offer of up to EUR 250
million to the holders of its approx. EUR 450 million unsecured 2.375% notes
due 2028 (ISIN XS2341724172, the "Existing Notes"), which remain outstanding
following a partial tender offer conducted last year (the "Tender Offer").
The Tender Offer is expected to commence today and is expected to end on
June 18, 2026, 5:00 p.m. (CEST), subject to an extension or shortening of
such period. The repurchase price for each of the validly tendered 2028
Notes accepted for repurchase will be 98.800% of the principal amount. The
closing of the Tender Offer is subject to certain closing conditions,
including the successful closing of the issuance of the Additional Notes.
The Additional Notes will be issued on the same terms as the Company's EUR
300 million unsecured 7.125% notes due 2032 (ISIN XS3108519227) issued in
June 2025. The final issue price of the Additional Notes is 104.500% of par.
This corresponds to a yield-to-worst of 5.87% until an optional redemption
effective July 15, 2030.
The Additional Notes have been offered in a private placement exclusively to
qualified investors outside the United States of America (Regulation S). The
Additional Notes will be listed on The International Stock Exchange.
The Company intends to use the net proceeds from the Additional Notes, as
well as cash on balance sheet, for the Tender Offer and for general
corporate purposes.
DISCLAIMER
This announcement is for information purposes only and does not constitute,
contain 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. The
Additional Notes may not be offered to the public in any jurisdiction under
circumstances which would require the issuer of the Additional Notes to
prepare or register any prospectus or offering document relating to the
Additional Notes in such jurisdiction.
The distribution of this announcement and the offer and sale of the
Additional Notes in certain jurisdictions may be restricted by law. Any
persons reading this announcement should inform themselves of and observe
any such restrictions.
Neither this announcement nor the tender offer memorandum constitutes an
offer to sell or a solicitation of an offer to purchase any securities in
the United States or to U.S. persons. Any securities referred to therein
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 absent
registration or an applicable exemption from registration or in a
transaction not subject to the registration requirements of the Securities
Act. There will be no offering of securities in the United States. This
announcement 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 publications with a general
circulation in the United States. The Additional Notes have not been, and
will not be, registered under the Securities Act or the securities laws of
any state or other jurisdiction of the United States, and may not be
offered, sold or delivered, directly or indirectly, in the United States or
to, or for the account or benefit of, U.S. persons. The Additional Notes are
being offered and sold only outside the United States in reliance on
Regulation S under the Securities Act. This announcement and the tender
offer memorandum may not be sent or given to a person in the United States
or otherwise to any person other than in an offshore transaction in
accordance with Regulation S under the Securities Act.
The Additional Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA"). For these
purposes, a "Retail Investor" means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU ("MIFID II"); (ii) a customer within the meaning of Directive
(EU) 2016/97, where that customer would not qualify as a professional client
as defined in point (10) of article 4(1) of MIFID II; or (iii) not a
Qualified Investor as defined in Regulation (EU) 2017/1129, as subsequently
amended and supplemented (the "Prospectus Regulation"). Consequently, no key
information document required by Regulation (EU) No 1286/2014 (the "PRIIPs
Regulation") for offering or selling the Additional Notes or otherwise
making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Additional Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
In the United Kingdom, this announcement is only being distributed to and is
only directed at persons who (i) have professional experience in matters
relating to investments (being investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 ("FSMA")
(Financial Promotion) Order 2005 (as amended, the "Financial Promotion
Order")),
(ii) are persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc.".) of the Financial Promotion
Order, (iii) are outside the United Kingdom or (iv) are persons to whom an
invitation or inducement to engage in investment activity (within the
meaning of section 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any notes may otherwise lawfully be
communicated or caused to be communicated (all such persons together being
referred to as "Relevant Persons"). The Additional Notes are only available
to, and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such notes will be engaged in only with, Relevant Persons.
Any person who is not a Relevant Person should not act or rely on this
announcement or any of its contents. The Additional Notes are not intended
to be offered, sold or otherwise made available and should not be offered,
sold or otherwise made available to any retail investor in the United
Kingdom. For these purposes, a retail investor means a person who is one (or
more) of (i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "EUWA"), (ii) a customer
within the meaning of the FSMA and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of
the EUWA ("UK MiFIR") or (iii) not a qualified investor as defined in
paragraph 15 of Schedule 1 to the Public Offers and Admission to Trading
Regulations 2024. Consequently, no key information document required by the
PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA
(the "UK PRIIPs Regulation") for offering or selling the Additional Notes or
otherwise making them available to retail investors in the UK has been
prepared and therefore offering or selling the Additional Notes or otherwise
making them available to any retail investor in the UK may be unlawful under
the UK PRIIPs Regulation.
The Tender Offer is not being made, and will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or of any facilities
of a national securities exchange of, the United States. This includes, but
is not limited to, facsimile transmission, electronic mail, telex,
telephone, the internet and other forms of electronic communication. The
2028 Notes may not be tendered in the Tender Offer by any such use, means,
instrumentality or facility from or within the United States or by persons
located or resident in the United States. Accordingly, copies of the
invitation memorandum and any other documents or materials relating to the
Tender Offer are not being, and must not be, directly or indirectly, mailed
or otherwise transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the United
States or to any persons located or resident in the United States. Any
purported tender of 2028 Notes in the Tender Offer resulting directly or
indirectly from a violation of these restrictions will be invalid and any
purported tender of 2028 Notes made by a person located in the United States
or any agent, fiduciary or other intermediary acting on a non-discretionary
basis for a principal giving instructions from within the United States will
be invalid and will not be accepted.
Each holder of 2028 Notes participating in the Tender Offer will represent
that it is not located in the United States and is not participating in the
Tender Offer from the United States or it is acting on a non-discretionary
basis for a principal located outside the United States that is not giving
an order to participate in the Tender Offer from the United States.
Contact:
Florian Ulrich
Head of Group Financing & Investor Relations
MAR.Compliance@mahle.com
End of Inside Information
---------------------------------------------------------------------------
10-Jun-2026 CET/CEST The EQS Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
View original content:
https://eqs-news.com/?origin_id=f3bb6ec0-55b5-11f1-8534-027f3c38b923&lang=en
---------------------------------------------------------------------------
Language: English
Company: MAHLE GmbH
Pragstr. 26-46
70376 Stuttgart
Germany
Phone: +49 711-501 0
E-mail: investor.relations@mahle.com
Internet: www.mahle.com
ISIN: XS2341724172, XS2810867742, XS2810867825, XS3108519227
WKN: A3E5P1, A383NZ, A383BN, A4DFPE
Listed: Regulated Unofficial Market in Dusseldorf, Frankfurt,
Hamburg, Hanover, Munich, Stuttgart, Tradegate BSX; The
International Stock Exchange, Luxembourg Stock Exchange
(Euro MTF)
EQS News ID: 2332222
End of Announcement EQS News Service
---------------------------------------------------------------------------
2332222 10-Jun-2026 CET/CEST
