Archiv

DGAP-WpÜG: Takeover Offer; <DE0005128003>

31.07.2008
Target company: EPCOS AG; Bidder: TDK Germany GmbH Release of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a company of EquityStory AG. The bidder is solely responsible for the content of this announcement. =----------------------------------------------------------------------------- Announcement pursuant to section 10 para. 1 in conjunction with sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (WpÜG) - Takeover Offer Offeror: TDK Germany GmbH Wanheimer Str. 57 40472 Düsseldorf Germany Target: EPCOS AG St.-Martin-Straße 53 81669 Munich Germany ISIN: DE0005128003 WKN: 512800 The offer document (in German and a non-binding English translation) and other information relating to the offer will be published on the internet at http://www.tdk-germany-gmbh.com. The offer document will also be published by way of a notice of availability in the Electronic Federal Gazette (Elektronischer Bundesanzeiger). TDK Germany GmbH decided today to make a voluntary public takeover offer to the shareholders of EPCOS AG for the purchase of their non-par-value registered shares (auf den Namen lautende Stückaktien) in EPCOS AG with a calculated share in the registered share capital of EUR 1.00 per share (ISIN: DE0005128003/WKN 512800) against payment of EUR 17.85 per share. Such takeover offer corresponds to a transaction volume of approx. EUR 1.2 billion and the offer consideration exceeds the closing price of the EPCOS AG share on 30 July 2008 in the electronic trading system (XETRA) on the Frankfurt Stock Exchange, the last trading day preceding this announcement, by EUR 3.97 equaling 29% and by EUR 6.09 and 52% respectively compared to the three month average closing prices in the electronic trading system (XETRA) on the Frankfurt Stock Exchange before 31 July 2008. The takeover offer will be made subject to the terms and conditions to be stated in the offer document. These conditions will, inter alia, most likely include the achievement of a 50% plus one share minimum acceptance level on a fully diluted basis, the achievement of merger control clearance in certain jurisdictions and the absence of a material adverse change (as defined in the offer document) until the end of the acceptance period of the takeover offer. The detailed terms and conditions of the offer will be set out in the offer document for the takeover offer. TDK Germany GmbH has received financing commitments to the necessary amount to secure the finance of the takeover offer. TDK Germany GmbH and persons acting in concert with it within the meaning of sec. 2 para 5 WpÜG currently hold approx. 2.5 % of all shares in EPCOS AG and have secured delivery of further approx. 7.0%. TDK Germany GmbH is a direct subsidiary of TDK Corporation with principal executive offices at Tokyo, Japan. TDK Group is a world leading manufacturer of ferrite materials, electronic components, wireless computer networking products, magnetic heads for HDD, and advanced digital recording media. Today, immediately prior to this announcement, TDK Corporation, TDK Germany GmbH and EPCOS AG have entered into a Business Combination Agreement in which the parties have agreed to the major terms of the takeover offer and have outlined the joint future organizational and corporate intentions. The management board of EPCOS AG has agreed to support the takeover offer and to take all actions and measures beneficial to the takeover offer to the extent legally permissible. The Supervisory Board of EPCOS AG also is in favour of the transaction. Important Information This is neither an offer to purchase nor a solicitation of an offer to sell shares of EPCOS AG, nor an offer to purchase or sell any other securities. The terms and conditions of the offer will be published in the offer document only after the permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) has been obtained. Investors and holders of shares in EPCOS AG are strongly advised to read the relevant documents regarding the takeover offer published by TDK Germany GmbH when they become available because they will contain important information. Investors and shareholders of EPCOS AG will be able to receive these documents, when they become available, at the website http://www.tdk-germany-gmbh.com. Upon publication, the offer document will also be available free of charge at a specified location and will be mailed to investors and shareholders of EPCOS AG free of charge upon request. In addition, in accordance with general exemptive relief granted by the U.S. Securities Exchange Commission (SEC) from Rule 14e-5 under the US Securities Exchange Act, TDK Germany GmbH, persons acting in concert with it and their subsidiaries as well as their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares of EPCOS AG outside the United States during the period in which the offer remains open for acceptance. In accordance with the requirements of Rule 14e-5 and with the exemptive relief granted by the SEC, such purchases, or arrangements to purchase, must comply with applicable rules in Germany, including the German Securities Acquisition and Takeover Act. Information regarding such purchases will be disclosed in the United States through postings to the English-language pages of the offer website at http://www.tdk-germany-gmbh.com, to the extent such information is made public in Germany pursuant to German law. Düsseldorf, 31 July 2008 TDK Germany GmbH _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Listed (in Germany): EPCOS AG Regulated market (Regulierter Markt) in the sub-segment prime standard in Frankfurt am Main Over the counter (Freiverkehr) in Stuttgart, München, Hannover, Hamburg, Düsseldorf and Berlin End of WpÜG announcement(c)DGAP 31.07.2008 =-------------------------------------------------------------------------- Listed: EPCOS AG: Regulierter Markt (Regulated Market) in Frankfurt (Prime Standard), Freiverkehr (Over the counter) in Stuttgart, München, Hannover, Hamburg, Düsseldorf und Berlin

Target company: EPCOS AG; Bidder: TDK Germany GmbH Release of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a company of EquityStory AG. The bidder is solely responsible for the content of this announcement. =----------------------------------------------------------------------------- Announcement pursuant to section 10 para. 1 in conjunction with sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (WpÜG) - Takeover Offer Offeror: TDK Germany GmbH Wanheimer Str. 57 40472 Düsseldorf Germany Target: EPCOS AG St.-Martin-Straße 53 81669 Munich Germany ISIN: DE0005128003 WKN: 512800 The offer document (in German and a non-binding English translation) and other information relating to the offer will be published on the internet at http://www.tdk-germany-gmbh.com. The offer document will also be published by way of a notice of availability in the Electronic Federal Gazette (Elektronischer Bundesanzeiger). TDK Germany GmbH decided today to make a voluntary public takeover offer to the shareholders of EPCOS AG for the purchase of their non-par-value registered shares (auf den Namen lautende Stückaktien) in EPCOS AG with a calculated share in the registered share capital of EUR 1.00 per share (ISIN: DE0005128003/WKN 512800) against payment of EUR 17.85 per share. Such takeover offer corresponds to a transaction volume of approx. EUR 1.2 billion and the offer consideration exceeds the closing price of the EPCOS AG share on 30 July 2008 in the electronic trading system (XETRA) on the Frankfurt Stock Exchange, the last trading day preceding this announcement, by EUR 3.97 equaling 29% and by EUR 6.09 and 52% respectively compared to the three month average closing prices in the electronic trading system (XETRA) on the Frankfurt Stock Exchange before 31 July 2008. The takeover offer will be made subject to the terms and conditions to be stated in the offer document. These conditions will, inter alia, most likely include the achievement of a 50% plus one share minimum acceptance level on a fully diluted basis, the achievement of merger control clearance in certain jurisdictions and the absence of a material adverse change (as defined in the offer document) until the end of the acceptance period of the takeover offer. The detailed terms and conditions of the offer will be set out in the offer document for the takeover offer. TDK Germany GmbH has received financing commitments to the necessary amount to secure the finance of the takeover offer. TDK Germany GmbH and persons acting in concert with it within the meaning of sec. 2 para 5 WpÜG currently hold approx. 2.5 % of all shares in EPCOS AG and have secured delivery of further approx. 7.0%. TDK Germany GmbH is a direct subsidiary of TDK Corporation with principal executive offices at Tokyo, Japan. TDK Group is a world leading manufacturer of ferrite materials, electronic components, wireless computer networking products, magnetic heads for HDD, and advanced digital recording media. Today, immediately prior to this announcement, TDK Corporation, TDK Germany GmbH and EPCOS AG have entered into a Business Combination Agreement in which the parties have agreed to the major terms of the takeover offer and have outlined the joint future organizational and corporate intentions. The management board of EPCOS AG has agreed to support the takeover offer and to take all actions and measures beneficial to the takeover offer to the extent legally permissible. The Supervisory Board of EPCOS AG also is in favour of the transaction. Important Information This is neither an offer to purchase nor a solicitation of an offer to sell shares of EPCOS AG, nor an offer to purchase or sell any other securities. The terms and conditions of the offer will be published in the offer document only after the permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) has been obtained. Investors and holders of shares in EPCOS AG are strongly advised to read the relevant documents regarding the takeover offer published by TDK Germany GmbH when they become available because they will contain important information. Investors and shareholders of EPCOS AG will be able to receive these documents, when they become available, at the website http://www.tdk-germany-gmbh.com. Upon publication, the offer document will also be available free of charge at a specified location and will be mailed to investors and shareholders of EPCOS AG free of charge upon request. In addition, in accordance with general exemptive relief granted by the U.S. Securities Exchange Commission (SEC) from Rule 14e-5 under the US Securities Exchange Act, TDK Germany GmbH, persons acting in concert with it and their subsidiaries as well as their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares of EPCOS AG outside the United States during the period in which the offer remains open for acceptance. In accordance with the requirements of Rule 14e-5 and with the exemptive relief granted by the SEC, such purchases, or arrangements to purchase, must comply with applicable rules in Germany, including the German Securities Acquisition and Takeover Act. Information regarding such purchases will be disclosed in the United States through postings to the English-language pages of the offer website at http://www.tdk-germany-gmbh.com, to the extent such information is made public in Germany pursuant to German law. Düsseldorf, 31 July 2008 TDK Germany GmbH _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Listed (in Germany): EPCOS AG Regulated market (Regulierter Markt) in the sub-segment prime standard in Frankfurt am Main Over the counter (Freiverkehr) in Stuttgart, München, Hannover, Hamburg, Düsseldorf and Berlin End of WpÜG announcement(c)DGAP 31.07.2008 =-------------------------------------------------------------------------- Listed: EPCOS AG: Regulierter Markt (Regulated Market) in Frankfurt (Prime Standard), Freiverkehr (Over the counter) in Stuttgart, München, Hannover, Hamburg, Düsseldorf und Berlin

Copyright (c) 2007 Dow Jones & Company, Inc.

Zur Startseite