Today, First Sensor AG, a developer and manufacturer of standard products and customer-specific sensor solutions, received a voluntary public takeover offer for all outstanding shares of First Sensor from TE Connectivity Sensors Germany Holding AG (the “Bidder”), a wholly-owned subsidiary of TE Connectivity Ltd. (“TE”). Immediately prior to this, the Bidder published the offer on www.sensor-offer.com.
Publication marks the start of the eight-week offer phase, in which First Sensor shareholders can decide whether to sell their shares. The acceptance period is scheduled to end on September 2, 2019 at 12:00 a.m. in Frankfurt / Main (GMT +1) and 6:00 p.m. in New York (GMT -4). Under the provisions of the German Securities Acquisition and Takeover Act, an additional acceptance period of two weeks will apply. The commencement will be announced by the Bidder after expiry of the acceptance period. The transaction is expected to be concluded by mid-2020 at the latest.
The Bidder has offered €28.25 per share to First Sensor shareholders. This price constitutes a premium of 14.6% on the closing price of the First Sensor share on May 24, 2019, the last trading day before confirmed negotiations with TE, and of 31.7% compared with the volume-weighted XETRA average share price of the last three months on the same day. The cash offer values First Sensor at around €307 million including net debt and minority interests. The offer stems from a business combination agreement between First Sensor, the Bidder, and TE on June 3, 2019, as a result of which the Bidder has announced a takeover offer.
The Bidder has already concluded irrevocable agreements with various anchor shareholders of First Sensor who hold around 67% of shares between them. These shareholders have undertaken to accept the takeover offer for all shares in their possession. Furthermore, there is no minimum acceptance threshold for the offer. Rather, it is covered by the usual conditions that include issue of the requisite antitrust and other regulatory approvals and are set out in detail in the offer.
“The offer includes the key pillars that we agreed with TE on June 3. We therefore continue to see the combination as an attractive opportunity for further growth of the First Sensor Group and its workforce,” said CEO Dr. Dirk Rothweiler. “Subject to the review that is now beginning, the Executive Board and Supervisory Board of First Sensor AG therefore welcome and support the offer. In accordance with the statutory regulations, we will publish a joint statement in the coming weeks.”Downloads
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