DGAP-News: First Sensor AG / Key word(s): Miscellaneous
First Sensor AG Receives Takeover Offer from TE Connectivity
- Offer price of EUR28.25 per share
- Acceptance period for shareholders runs until September 2, 2019
- Executive Board and Supervisory Board preparing reasoned statement
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).
The Bidder has offered EUR28.25 per share to First Sensor shareholders. This price constitutes a premium of 31.7% compared with the 3-month volume-weighted average share price as of 24 May 2019, the last trading day before First Sensor confirmed the existence of negotiations with TE. 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."
About First Sensor AG
About TE Connectivity
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.
08.07.2019 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
|Company:||First Sensor AG|
|Phone:||+49 (0)30 63 99 23-760|
|Fax:||+49 (0)30 63 99 23-719|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||837785|
|End of News||DGAP News Service|
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