DGAP-Ad-hoc: First Sensor AG / Key word(s): Miscellaneous
Ad-hoc announcement / Inside information according to Art. 17 MAR
First Sensor AG
First Sensor Share:
Berlin, 14 April 2020
The domination and profit and loss transfer agreement is subject to the approval of the Annual General Meeting of First Sensor, which is scheduled for 26 May 2020 . The general meeting of TE Connectivity shall approve the agreement on 16 April 2020.
In the agreement, TE Connectivity offers to acquire the shares of the outside First Sensor shareholders against a cash compensation of EUR 33.27 per share in accordance with section 305 AktG. This value corresponds to the volume-weighted average stock exchange price of the First Sensor share determined by the Federal Financial Supervisory Authority (BaFin) for the relevant three-month period up to and including 9 December 2019. On 10 December 2019, First Sensor announced that TE Connectivity had approached First Sensor to inform it of its intention to enter into a domination and profit and loss transfer agreement with First Sensor.
The domination and profit and loss transfer agreement also provides for a guaranteed dividend for the fiscal year 2020 (if registered in 2020) and an annual compensation payment for the following fiscal years for the outside shareholders in accordance with section 304 AktG in the amount of EUR 0.56 gross or, in the case of current taxation, EUR 0.47 net per First Sensor share.
TE Connectivity Ltd, the indirect parent company of TE Connectivity, has in this context issued a comfort letter in which it commits to ensure that TE Connectivity will financially be able to fulfill all of its obligations under or in connection with the domination and profit and loss transfer agreement in full and in due time.
Both the domination and profit and loss transfer agreement including the letter of comfort of TE Connectivity Ltd, the joint report of the Management Board of First Sensor and the Management Board of TE Connectivity on the agreement, including the expert opinion of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft and the audit report of the court-appointed auditor, ADKL AG Wirtschaftsprüfungsgesellschaft, will be published on the Internet at www.first-sensor.com/de/investor-relations/hauptversammlung and will be available at the premises of First Sensor together with the invitation to the Annual General Meeting of First Sensor.
About First Sensor AG
This announcement does not represent any solicitation to purchase shares of First Sensor AG. Rather it is intended exclusively for information purposes with regard to possible future developments at the company.
All of the information herein has been prepared by First Sensor AG solely for use in this announcement. The information contained in this announcement has not been independently verified. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The information contained in this announcement should be considered in the context of the circumstances prevailing at that time and has not been, and will not be, updated to reflect material developments which may occur after the date of the announcement. First Sensor AG may alter, modify or otherwise change in any manner the content of this announcement, without obligation to notify any person of such revision or changes.
This announcement may contain certain forward-looking statements and forecasts which relate to events and depend on circumstances that will occur in the future and which, by their nature, will have an impact on the First Sensor AG's business, financial condition and results of operations. The terms "anticipates", "assumes", "believes", "can", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "should", "projects", "will", "would" or, in each case, their negative, or other variations or comparable terminology are used to identify forward-looking statements. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied in a forward-looking statement or affect the extent to which a particular projection is realised. Factors that could cause these differences include, but are not limited to, implementation of the First Sensor AG's strategy and its ability to further grow, risks associated with the development and/or approval of the First Sensor AG's products, technology changes and new products in the First Sensor AG's potential market and industry, the ability to develop new products and enhance existing products, the impact of competition, changes in general economy and industry conditions and legislative, regulatory and political factors. While we always intend to express our best judgment when we make statements about what we believe will occur in the future, and although we base these statements on assumptions that we believe to be reasonable when made, these forward-looking statements are not a guarantee of our performance, and you should not place undue reliance on such statements. Forward-looking statements are subject to many risks, uncertainties and other variable circumstances. Such risks and uncertainties may cause the statements to be inaccurate and readers are cautioned not to place undue reliance on such statements. Many of these risks are outside of our control and could cause our actual results to differ materially from those we thought would occur. The forward-looking statements included in this announcement are made only as of the date hereof. We do not undertake, and specifically decline, any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.
14-Apr-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|First Sensor AG
|+49 (0)30 63 99 23-760
|+49 (0)30 63 99 23-719
|Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange
|EQS News ID:
|End of Announcement
|DGAP News Service
1021597 14-Apr-2020 CET/CEST
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