EPCOS AG / Offer/Statement
01.09.2008
Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Management Board and Supervisory Board recommend that EPCOS shareholders
accept cash offer from TDK</pre>
- Management Board and Supervisory Board regard the offered cash
consideration of EUR 17.85 per EPCOS share as adequate
- Fairness opinion of UBS Investment Bank confirms that the consideration
is adequate
- EPCOS to remain a listed German corporation
- As a strategically oriented and financially strong majority
shareholder, TDK will bring added stability to future corporate
development
Munich, September 1, 2008
In a joint statement issued today, the Management Board and Supervisory
Board of EPCOS AG announced their support for the public tender offer
submitted by TDK on August 25, 2008. Thorough examination of the submitted
offer has confirmed the view of EPCOS governing bodies that TDKs offer
meets the interests of the company, its customers, its shareholders and its
employees. The Management Board and Supervisory Board therefore recommend
that EPCOS shareholders accept the offer.
Among other reasons, the Management Board and Supervisory Board base their
decision on the following considerations:
The cash consideration of EUR 17.85 per EPCOS share offered by TDK includes
an attractive premium in comparison to the companys share price both
immediately before publication of TDKs intention to make a tender offer
and in comparison to the historic share prices of EPCOS AG . The fact that
the offered consideration is adequate in financial terms has been confirmed
in the fairness opinion submitted by UBS Investment Bank.
In the Business Combination Agreement signed on July 31, 2008, TDK and
EPCOS committed themselves to establishing a strong and comprehensive
partnership, and to managing their components business jointly in a context
of close and faithful cooperation. This agreement maintains continuity in
key issues on EPCOS side (see also the joint press release dated July 31,
2008, www.epcos.com).
For example, TDK has affirmed its intention to maintain EPCOS current
company headquarters, which will be established as one of two operational
headquarters when the companies business is combined. Nor are there any
plans to relocate either the headquarters or the sites of the five
divisions of EPCOS. The well-established brands of TDK and EPCOS will
continue to be used in the future. TDK intends to be represented at first
by only two and later by three members on the Supervisory Board of EPCOS
AG.
As a globally successful technology company, TDK is an excellent partner
for EPCOS. Partnership with TDK will enable EPCOS to expand its position as
one of the leading manufacturers of electronic components. As a
strategically oriented and financially strong majority shareholder, TDK
will bring greater stability to EPCOS.
A new leading company in the market for electronic components
Together, TDK and EPCOS intend to create a leading manufacturer of
electronic components, modules and systems. The strategic logic behind this
business combination is compelling: The two partners business activities
complement each other very well in the field of electronic components, as
well as in terms of the industries they serve and their regional presence.
TDK is particularly well established in Asia, the worlds biggest growth
region, and has a strong market position in all application areas,
especially in consumer electronics and information technology. EPCOS
strong position in the growth markets for automotive and industrial
electronics, above all in Europe, and the companys global significance in
mobile communications provide for a very good fit.
In the past, EPCOS has repeatedly stressed its desire to gain a firmer and
better foothold in the fast-growing markets of Asia. It therefore sees the
planned partnership with TDK as the best platform for sustained and
successful corporate development.
Next steps
The completion of TDKs public tender offer is subject to a number of
conditions. It must, for example, be accepted by at least 56 percent of
EPCOS shareholders (50 percent plus one share on a fully diluted basis).
It also requires official approval. According to the offer document, TDK
already holds around 29 percent of EPCOS shares.
TDK assumes that it will be able to complete its public tender offer
successfully in October. Once this has happened, TDK will initiate the
carve out of its own relevant passive electronic components business, which
will then be combined with EPCOS in a new company. The new company will
probably be named TDK EP Components KK. The carve out requires the approval
of TDKs General Meeting, which is to be held in June 2009.
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Note
This press release does not include the Statement prescribed by law and
issued jointly by the Management Board and the Supervisory Board of EPCOS
AG regarding the public tender offer submitted by TDK Germany GmbH. The
full text of the joint statement (in Germany) and a convenience translation
in English are posted on the EPCOS website at www.epcos.com.
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About EPCOS
EPCOS AG is a leading manufacturer of electronic components, modules and
systems headquartered in Munich. With its broad portfolio EPCOS offers a
comprehensive range of products from a single source and focuses on
fast-growing and technologically demanding markets, in particular in the
areas of information and communication technology, automotive electronics,
industrial electronics and consumer electronics. The EPCOS Group has design
and manufacturing locations and sales offices in Europe, Asia, and in North
and South America.
Electronic components are found in every electrical and electronic product
and are indispensable for their flawless operation. Products from EPCOS
store electrical energy, filter frequencies, and protect against
overvoltage and overcurrent.
In fiscal 2007 (October 1, 2006, to September 30, 2007), EPCOS posted sales
of EUR 1.44 billion. At the end of the fiscal year, the company employed
about 18,300 people worldwide.
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This document may contain forward-looking statements with respect to EPCOS
financial condition, results of operations, business, strategy and plans.
In particular, statements using the words 'expects', 'anticipates' and
similar expressions, and statements with regard to management goals and
objectives, expected or targeted revenue and expense data, or trends in
results of operations or margins are forwardlooking in nature. Such
statements are based on a number of assumptions that could ultimately prove
inaccurate, and are subject to a number of risk factors, including changes
in our customers industries, slower growth in significant markets, changes
in our relationships with our principal shareholders, the ability to
realize cost reductions and operating efficiencies without unduly
disrupting business operations, currency fluctuations, unforeseen
environmental obligations, and general economic and business conditions.
EPCOS does not assume any obligation to update publicly any forward-looking
statement, whether as a result of new information, future events or
otherwise.
Contact:
Dr. Kahlert, Presseabteilung, Tel.: 089-636-21321
DGAP 01.09.2008
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Language: English
Issuer: EPCOS AG
St.-Martin-Straße 53
81669 München
Deutschland
Phone: +49 (0)89 636 - 09
Fax: +49 (0)89 636 - 21326
E-mail: investor.relations@epcos.com
Internet: www.epcos.com
ISIN: DE0005128003
WKN: 512800
Indices: TecDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Hannover, Düsseldorf, Stuttgart, München, Hamburg;
Terminbörse EUREX
End of News DGAP News-Service
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DGAP-News: Joint Statement of the Management Board and Supervisory Board regarding the Voluntary Public Takeover Offer
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