Today the members of the Executive Board of First Sensor AG (“First Sensor” or the “Company”) signed a Business Combination Agreement (“BCA”) together with the Management Board of TE Connectivity Sensors Germany Holding AG, an affiliated company of TE Connectivity Ltd. and the Management Board of TE Connectivity Ltd (together “TE”). Following the signing of the BCA, TE Connectivity Sensors Germany Holding AG published its decision to launch a voluntary public tender offer for all outstanding shares of First Sensor. Shareholders are to be offered €28.25 in cash per share. The transaction, including the assumption of First Sensor’s outstanding net debt and minority interest, is valued at approximately €307 million. The publication of the offer document, which will initiate the commencement of the acceptance period, is expected to take place in early July.
The transaction with TE allows First Sensor with its market-leading product portfolio to become part of a global technology and manufacturing leader for connectivity and sensor solutions and provides the scale, customer base and existing sensor expertise to create a more comprehensive offering to a deeper and broader customer base. First Sensor will extend TE’s already extensive sensors product range and will add application solutions in key growth markets, particularly in Industrial, Medical and Mobility.
The offer price of €28.25 per First Sensor share represents a premium of 14.6% with respect to the XETRA closing price on 24 May 2019, the last trading day before the Company confirmed the existence of negotiations with TE, and a premium of 31.7% with respect to the 3-month volume weighted average share price as of the same date.
A subsidiary of Deutsche Private Equity (holding c.40% of First Sensor shares), funds managed by Teslin Capital Management (holding c.13%) and other shareholders together holding c.14% of First Sensor shares have irrevocably agreed to tender their shares into the offer. That is in total c.67% of all First Sensor shares outstanding.
The tender offer will have no minimum acceptance threshold but will be subject to receipt of necessary antitrust and other regulatory clearances, as well as other customary closing conditions.
The Executive Board of First Sensor, CEO Dr. Dirk Rothweiler and CFO Dr. Mathias Gollwitzer, and the Members of First Sensor’s Supervisory Board, welcome and, subject to a review of the offer document, support the tender offer and the potential transaction as the signed BCA provides important commitments by TE for the benefit of First Sensor, its employees and its customers. “With regard to our business model and product portfolio, a combination of First Sensor’s and TE’s businesses offers a strategic advantage and significantly furthers the business opportunities for both companies. The value and the growth prospects of our attractive technology portfolio and application solutions in the Industrial, Medical and Mobility target markets, are reflected in the current offer,” explains Dr. Dirk Rothweiler, CEO of First Sensor AG. “At the same time the transaction is a clear opportunity for growth for First Sensor’s workforce."
After publication of TE’s offer document the Executive Board and Supervisory Board of First Sensor will carefully examine the offer document and publish a reasoned statement.
“Adding the First Sensor portfolio and customer set to TE’s already extensive sensors offering will provide additional application solutions in key growth industries," said Terrence Curtin, chief executive officer of TE Connectivity. "As a global industrial technology leader, our current and prospective customers seek an increasingly broad range of integrated sensor solutions to meet their growing connectivity demands. The combination of both companies’ complementary technologies and engineering expertise will allow us to further address strategic applications closely aligned with several long-term global growth trends in industrial, medical and transportation markets."
The transaction is expected to close by mid 2020 at the latest.
The CEO of First Sensor, Dr. Dirk Rothweiler, intends to continue his position in the Company after completion of the takeover offer.
The CFO of First Sensor, Dr. Mathias Gollwitzer, has declared that after 4 years in the Company, he will resign from his position after completion of the takeover offer, but will be available as an advisor to the Company. The four shareholder representatives on the Supervisory Board of First Sensor AG have also stated to resign from their offices after completion of the takeover offer.
Goldman Sachs is acting as sole financial advisor to First Sensor.Downloads
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