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InCentive required to provide clarification
The Swiss Takeover Board today published its decision regarding the pre-announced bid by InCentive Capital AG for Sulzer AG. The decision provides clarification on a series of issues that Sulzer had raised in its filing with the Takeover Board on March 2. However, a variety of issues remain open and the Takeover Board requires InCentive to provide clarification on these issues in its final bid document.
Sulzer takes responsibility for ensuring, on behalf of its shareholders, that all proposals to shareholders are presented in a clear, complete and workable manner.

The Takeover Board has rejected InCentive’s request to withhold certain relevant documents of relevance to the bid. In particular, following Sulzer’s request, the company will have access to information on transactions in Sulzer securities conducted by InCentive. The Takeover Board’s assessment of the tax implications of the bid will be made after evaluation of InCentive’s final bid document.

InCentive said it intends to publish its final bid on March 30. The Sulzer Board will publish its response to this document in early April.

InCentive Capital AG publicly announced its intention to bid for Sulzer AG on 19 February 2001 as well as submitting a range of resolutions for the Sulzer Annual General Meeting (AGM) on 19 April. Sulzer has warned that InCentive’s AGM resolutions, which seek a replacement of the Sulzer Board by nominees of InCentive, constitute an attempt to take control of Sulzer before the bid is concluded. Sulzer therefore recommends that its shareholders vote against InCentive’s resolutions at the AGM. Sulzer rejected the pre-announced bid on 23 February, arguing that the bid is too low and highlighting InCentive’s lack of strategy.

For inquiries:
Markus Niederhäuser, Phone +41 (0)52 262 20 30, Fax +41 (0)52 262 00 25
E-Mail: markus.niederhaeuser@sulzer.com
The press release is available on Internet: www.sulzer.com/press.html

The full text of the Takeover Board’s decision on the pre-announced bid by InCentive is currently available in German at the following website: www.takeover.ch/transactions/fr_vo.html
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Investor Relations

Philippe Dewitz
Phone +41 52 262 20 22
Fax +41 52 262 00 25
investor.relations@sulzer.com

Media Relations

Verena Gölkel
Phone +41 52 262 26 82
Fax +41 52 262 00 25
news@sulzer.com