Public tender offer by TDK subsidiary EPCOS to acquire Tronics successfulPublished on December 22, 2016
Tronics’ shareholders have recognized the strong financial and industrial merits of the acquisition by TDK
TDK Corporation (“TDK”, TSE: 6762) and Tronics Microsystems SA (“Tronics”, ISIN:FR0004175099 ALTRO) jointly announced today that the all-cash public tender offer launched by TDK’s wholly-owned subsidiary EPCOS AG (“EPCOS”) was successfully closed on December 14, 2016. EPCOS, a leading manufacturer of electronic components, modules and systems based in Munich, Germany, acquired 72.38% of the outstanding shares at a price of EUR 13.20 per share, thus exceeding the defined 65.41% success threshold for the offer. The acquisition of these shares represents a value of approximately EUR 33.432 million. The settlement of the tender offer will occur on December 27, 2016.
Thales Avionics, which holds a 20.9% stake in Tronics, will remain a strategic shareholder of Tronics. After the closing of the successful offer, Thales Avionics and EPCOS will hold in aggregate 93.30% of the capital and 88.88% of the voting rights of Tronics. The two companies will enter into a shareholders’ agreement to act in concert, which will take effect at the closing of the reopened tender offer in accordance with the terms summarized in the offer documentation.
The tender offer will automatically reopen in the beginning of January 2017 for a period of 10 trading days. The offer price per share will remain unchanged at EUR 13.20 and represents a 78.4% premium over Tronics’ closing share price on July 7, 2016, the trading day immediately preceding the stock trading suspension, and a 62.1% premium to the volume-weighted average price during the last 60 trading days prior to this suspension.
The composition of the Supervisory Board of Tronics will be revised to reflect the new shareholding structure of Tronics.
If, at the end of the reopened tender offer, EPCOS2 holds more than 95% of the capital and voting rights of Tronics, EPCOS reserves its right to ask the AMF, within ten (10) trading days from the result publication of the re-opened tender offer, or where applicable, within three (3) months from the end of the reopened tender offer, to implement a squeeze-out procedure by the transfer of Tronics’ shares which would not have been tendered to the offer.
SOLID BASIS FOR FUTURE GROWTH
With the addition of Tronics, which provides an immediate entry to the rapidly growing market for inertial sensors, TDK has implemented a further key element in its strategy to broaden and strengthen its portfolio of cutting-edge sensor technologies. Comments Joachim Zichlarz, Corporate Officer and Senior Vice President of TDK, as well as Chairman of the Management Board, CEO and CFO of EPCOS: “With the successful completion of the tender offer and the conclusion of our agreement with Thales, we have created a solid basis for further developing Tronics’ business under the roof of TDK and, at the same time, boosting our innovativeness and market strength in one of the future’s most promising technological fields. Moreover, TDK expects strong synergies with its own cutting-edge thin-film and assembly technologies.”
Pascal Langlois, Chairman of the Management Board and CEO of Tronics comments: “Tronics’ shareholders have recognized the strong financial and industrial merits of the acquisition by TDK. Its solid financial basis and extensive know-how in materials and production engineering now provide a very good basis to grow further Tronics’ inertial products and MEMS technologies. This is a great step in the company’s development as we will benefit from TDK’s leading and developing position as a powerful component manufacturer in industrial, automotive and consumer electronics markets.”
ADDITIONAL INFORMATION RELATED TO THE TENDER OFFER
The Autorité des Marchés Financiers (AMF) published the results of the tender offer on December 19, 2016.
The offer documents and press releases for the tender offer can be found on the EPCOS website under www.epcos.com/tronics and on the Tronics website under www.tronicsgroup-bourse.com/en/. Please note that these documents are available only in French – with the exception of the initial press release on August 1, 2016, announcing the tender offer.
Kepler Cheuvreux is acting as presenting bank in the context of the public tender offer, PwC Corporate Finance is acting as financial advisor and Hogan Lovells is acting as legal advisor to TDK.
Gimar & Cie is acting as financial advisor to Tronics, and Darrois Villey Maillot Brochier is acting as legal advisor to Tronics.