DGAP-News: First Sensor AG / Key word(s): Miscellaneous
First Sensor AG: Executive Board and Supervisory Board Recommend Accepting Voluntary Public Takeover Offer from TE Connectivity
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 on the company's website at https://www.first-sensor.com/en/investor-relations/takeover-offer.html.
Both bodies are of the opinion that the offer price of EUR28.25 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.
"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.
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.
18.07.2019 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:||842981|
|End of News||DGAP News Service|
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