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TE Connectivity announced decision to make a voluntary public takeover offer for all outstanding First Sensor shares; conclusion of a Business Combination Agreement

2019-06-03
  • First Sensor and TE Connectivity today signed a business combination agreement which outlines key points to significantly strengthen their combined position in the market of sensor technology
  • Following the signing, TE Connectivity announced its decision to make a voluntary public tender offer with a cash consideration of €28.25 per share, representing a premium of 14.6% to the closing price as of 24 May 2019, the last trading day before the Company confirmed the existence of negotiations with TE Connectivity
  • The tender offer will not have a minimum acceptance threshold but is subject to necessary antitrust and other regulatory clearances and other customary closing conditions
  • Shareholders holding approx. 67% of all outstanding First Sensor shares have already irrevocably agreed to accept the offer
  • First Sensor’s Executive and Supervisory Boards welcome and, subject to a review of the offer document, support the tender offer and the potential transaction

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."

Dr. Dirk Rothweiler, CEO

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.

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Company
First Sensor is one of the world's leading suppliers in the field of sensor systems. In the growth market of sensor systems, First Sensor develops and produces customer-specific solutions for the ever-increasing number of applications in the industrial, medical, and mobility target markets. Our goal here is to identify, meet and solve the challenges of the future with our innovative sensor solutions early on.
Investor Relations
Our investor relations activities aim at raising the international publicity of First Sensor AG and at consolidating and extending the perception of our share as an attractive growth stock. This means we keep our online communication transparent, comprehensive and continuous in order to enhance your trust in our share.
Tailored Solutions
In the growth market of sensor systems, First Sensor develops and produces customer-specific sensors, electronics, modules and complex systems for the ever-increasing number of applications in the industrial, medical, and mobility target markets. As a solution provider the company offers complete development services from a first draft and proof of concept up to the development of prototypes and finally serial production. First Sensor offers comprehensive development expertise, state-of-the-art packaging technologies and production capacities in clean rooms from ISO class 8 to 5.
Competencies
In the growth market of sensor systems, First Sensor develops and produces customer-specific sensors, electronics, modules and complex systems for the ever-increasing number of applications in the industrial, medical, and mobility target markets. As a solution provider the company offers complete development services from a first draft and proof of concept up to the development of prototypes and finally serial production. First Sensor offers comprehensive development expertise, state-of-the-art packaging technologies and production capacities in clean rooms from ISO class 8 to 5.
Career
Innovation, excellence, proximity – these are our values, our ambition, our drive. Anything less is not an option. Our sensor solutions stand for technical innovation and economic growth. As such, they form the basis for the development and application of new technologies in almost all areas of life. We aim to shape this future together with you.

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