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.
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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
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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
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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.