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Executive Board and Supervisory Board Recommend Accepting Voluntary Public Takeover Offer from TE Connectivity

2019-07-18

The Executive Board and Supervisory Board of First Sensor AG, a developer and manufacturer of standard products and customer-specific sensor solutions, today issued a joint statement on the voluntary public takeover offer for all its outstanding shares from TE Connectivity Sensors Germany Holding AG ("the bidder"), a wholly-owned subsidiary of TE Connectivity Ltd. ("TE"). In their statement they recommend that shareholders of First Sensor AG accept the offer that has been running since July 8, 2019. The full statement is available here.

Both bodies are of the opinion that the offer price of €28.25 per First Sensor share reflects the value of the company. The cash offer includes a significant premium of 14.6% on the closing price on May 24, 2019, the last trading day before First Sensor confirmed negotiations with the bidder concerning a business combination agreement, and 31.7% on the volume-weighted average XETRA price of First Sensor shares over the last three months on the same day. Furthermore, the Executive Board and Supervisory Board regard it as a weighted index of financial appropriateness that various anchor investors in First Sensor, who hold a cumulative stake of approximately 67%, accepted the same price in irrevocable agreements on the day on which the decision to submit the takeover offer was announced.

The Executive Board and Supervisory Board also welcome the fact that in signing the business combination agreement, the bidder has established a sound footing for core objectives and intentions. They view the assurances that have been given concerning the company as positive. Among other things, the bidder has not expressed any intention to sell the business or any significant parts of First Sensor. The bodies are convinced that with its size and expertise, the bidder offers First Sensor the opportunity to apply its existing know-how in the fields of pressure and photonics in a largely complementary way across an extensive product portfolio. At the same time, its global presence will make it possible to press ahead with the internationalization of First Sensor's solutions and standards business and gain new key customers even more quickly. Consequently, the Executive Board and Supervisory Board regard the bidder as a strategic partner that will continue the trajectory of profitable growth established by First Sensor.

 Dr. Dirk Rothweiler

"Now that the Executive Board and Supervisory Board have carefully examined the bid documents, we have separately come to the shared conclusion that the offer is appropriate both from a financial perspective and with a view to the current and future development of First Sensor," commented Dirk Rothweiler, CEO of First Sensor AG. "Overall, the offer reflects the essential elements set out in the business combination agreement and reinforces our view that the planned combination of our companies will support and accelerate the growth of the First Sensor Group and our workforce."

The acceptance period for the voluntary takeover offer is scheduled to end at midnight in Frankfurt am Main (GMT +1) and 6:00 pm in New York (GMT -4) on September 2, 2019. The bid documents can be viewed at www.sensor-offer.com

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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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