Not for publication, communication or distribution to U.S. Persons or citizens of the Republic of Italy or persons in the U.S.A. or Italy.

Strong demand for Bertelsmann's cash tender offer for Profit Participation Certificates 2001

  • Approx. 43 percent of outstanding par value offered for sale
  • Increase of maximum repurchase amount from EUR 150 million to EUR 214,295,210.00
  • Acceptance of all offers to sell in the amount of EUR 214,295,210.00

Bertelsmann AG, the international media company, today announced the result of its cash tender offer for the repurchase of profit participation certificates issued 2001 (“Profit Participation Certificates 2001”). Profit Participation Certificates 2001 in an aggregate par value of EUR 214,295,210.00 were offered for sale to Bertelsmann at a price of 180 percent. All offers have been accepted by Bertelsmann. The maximum repurchase amount of EUR 150 million was increased to EUR 214,295,210.00 in accordance with the terms and conditions of the offer. The aggregate purchase price of EUR 385,731,378.00 will be paid from existing cash balances; settlement will be effected on March 1, 2010.

Thomas Rabe, Chief Financial Officer at Bertelsmann, said: “We are pleased with the high acceptance rate. We have received offers to sell for approx. 43 percent of the outstanding par value. This shows that we offered investors an attractive price. The transaction optimizes our capital structure and will help to reduce our capital costs. Bertelsmann will continue to actively work on its balance sheet structure and optimally position the company in the capital market”.

On February 2, 2010, Bertelsmann had solicited the holders of the Profit Participation Certificates 2001 to submit offers to sell for their certificates at a price of 180 percent which included the profit distribution for 2009. The transaction will help Bertelsmann to optimize its capital structure since the profit participation certificate has lost its original function as an equity instrument. The Profit Participation Certificates 2001 have not been used as an instrument of employee profit participation for many years.

Journalists please contact:

Bertelsmann AG

Andreas Grafemeyer

Corporate Communications

Phone: +49 – 52 41 – 80 – 24 66

andreas.grafemeyer@bertelsmann.de

Analysts and investors please contact:

Bertelsmann AG

Henrik Pahls

Corporate Finance

Phone: +49 – 52 41 – 80 – 40 600

henrik.pahls@bertelsmann.de

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