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Heraeus Holding Gmbh Prospectus dated 18 May 2010 HERAEUS FINANCE GMBH (incorporated with limited liability in Hanau, Germany ) € % Notes due 2017 unconditionally and irrevocably guaranteed by HERAEUS HOLDING GMBH (incorporated with limited liability in the Federal Republic of Germany ) Issue price: % The € % Notes due 2017 (the Notes ) will be issued on 28 May 2010 by Heraeus Finance GmbH (the Issuer ) and will be unconditionally and irrevocably guaranteed by Heraeus Holding GmbH (the Guarantor ). The Issuer may, at its option, redeem all, but not some only, of the Notes at any time at par plus accrued interest in the event of certain tax changes as set out in § 5(2) of the Terms and Conditions. This prospectus has been approved by the Commission de Surveillance du Secteur Financier (the CSSF ) in its capacity as competent authority pursuant to the Luxembourg Act dated 10 July 2005 on prospectuses for securities (the Luxembourg Prospectus Act ), which implements Directive 2003/71/EC (the Prospectus Directive ). Application has been made to the Luxembourg Stock Exchange for the listing of the Notes on the Official List of the Luxembourg Stock Exchange and to trading of the Notes on the Euro MTF of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's Euro MTF is not a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). The Issuer has requested the CSSF to provide the competent authorities in Austria, Germany, and The Netherlands with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg Prospectus Act. The Guarantor's long-term debt and short-term debt has been rated "BBB+" and "A-2", respectively, by Standard & Poor's Rating Services, a Division of the McGraw-Hill Companies Inc. ( Standard & Poor's ). The Guarantor has been rated "Baa1" by Moody's Investors Service, Inc. The Notes will be rated by Standard & Poor's. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. The Notes will initially be represented by a temporary global note without interest coupons which will be deposited with a common safe-keeper for Euroclear Bank SA/NV and Clearstream Banking, société anonyme. Interests in the temporary global note will be exchangeable for interests in a permanent global note without interest coupons upon certification as to non-U.S. beneficial ownership. The issue price, the offer amount, the interest rate, the issue proceeds and the yield of the issue will be included in the Pricing Notice (as described under " Subscription, Offer and Sale " beginning on page 75) which will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) prior to the issue date of the Notes. An investment in Notes involves certain risks. Prospective investors should have regard to the factors described under the heading "Risk Factors" beginning on page 18. Joint Lead Managers Deutsche Bank HSBC Co-lead managers Commerzbank J.P. Morgan The Royal Bank of Scotland UniCredit Bank RESPONSIBILITY STATEMENT The Issuer and the Guarantor (the Responsible Person(s) ) accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. NOTICE The only persons authorised to use this Prospectus in connection with the offering of the Notes are the Issuer, the Guarantor and the Managers (as described under " Subscription, Offer and Sale " beginning on page 75). This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see " Documents Incorporated by Reference " beginning on page 82). This Prospectus should be read and construed on the basis that such documents are incorporated and form part of the Prospectus. The Managers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Managers as to the accuracy or completeness of the information contained or incorporated in this Prospectus. No person is or has been authorised by the Issuer or the Guarantor to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor or any of the Managers. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Guarantor or any of the Managers that any recipient of this Prospectus or any other information supplied in connection with the offering of the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or the Guarantor. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the Issuer or the Guarantor or any of the Managers to any person to subscribe for or to purchase any Notes. Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any circumstances imply that the information contained herein concerning the Issuer and/or the Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in connection with the offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Managers expressly do not undertake to review the financial condition or affairs of the Issuer or the Guarantor during the life of the Notes or to advise any investor in the Notes of any information coming to their attention. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the US Securities Act ) and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a further description of certain restrictions on the offering and sale of the Notes and on distribution of this document, see "Subscription, Offer and Sale " beginning on page 75. 2 This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer, the Guarantor and the Managers do not represent that this Prospectus may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, except as indicated in the " Subscription, Offer and Sale – Public Offer " section beginning on page 75, no action has been taken by the Issuer, the Guarantor or the Managers which is intended to permit a public offering of the Notes or the distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States, the United Kingdom and the European Economic Area, see " Subscription, Offer and Sale " beginning on page 75. The Notes are intended to be held in a manner which will allow Eurosystem eligibility. This means that the Notes are intended upon issue to be deposited with one of Euroclear or Clearstream, Luxembourg as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria. IN CONNECTION WITH THE ISSUE OF THE NOTES, HSBC BANK PLC AS STABILISING MANAGER (THE "STABILISING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
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