Infineon Technologies AG / Key word(s): Mergers & Acquisitions/Offer 20.08.2014 18:02 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Infineon Technologies AG to Acquire International Rectifier Corporation for US-Dollar 40 per share, approximately US-Dollar 3 billion in cash Infineon Technologies AG, Neubiberg/Germany, and International Rectifier Corporation, El Segundo/California, today announced that they have signed a definitive agreement under which Infineon will acquire International Rectifier for US-Dollar 40 per share in an all-cash transaction valued at approximately US-Dollar 3 billion. The International Rectifier Board of Directors has and Infineon's Supervisory Board have approved the transaction. The closing of the transaction is subject to regulatory approvals in various jurisdictions and customary closing conditions, as well as approval of International Rectifier stockholders. The transaction is expected to close late in the calendar year 2014 or early in the calendar year 2015 subject to regulatory approval. The acquisition is expected to be accretive to pro-forma earnings per share (EPS) already in the fiscal year of closing. Synergies are expected to drive significant accretion going forward, building on International Rectifier's existing successful operational restructuring. In the second full fiscal year of operation after closing, International Rectifier's margin contribution is expected to be at least in line with Infineon's target of 15 percent Segment Result margin over the cycle. As such, Infineon maintains its target of 15 percent average-cycle Segment Result margin. Under the terms and conditions of the agreement, Infineon will pay US-Dollar 40 per share in cash for all of International Rectifier's outstanding shares, representing a fully diluted enterprise value of approximately US-Dollar 2.4 billion. The transaction price represents a premium of approximately 48 percent over the average share price of International Rectifier during the last three months and a premium of approximately 51 percent over the closing share price of International Rectifier on August 19, 2014. Infineon will fund the transaction using cash-on-hand and fully underwritten credit facilities of Euro 1.5 billion in total. Upon closing of the transaction, Infineon's capital structure should stay well within the previously communicated targets of 30 to 40 percent gross cash-to-revenue, no more than 2x gross debt-to-EBITDA and a positive net cash position. *** This Ad Hoc release contains forward-looking statements about the business, financial condition and performance of the Infineon Group, as well as the proposed acquisition of International Rectifier by Infineon. These statements are based on assumptions and projections resting upon currently available information and present estimates. They are subject to a multitude of uncertainties and risks. Actual business developments may therefore differ materially from what has been expected. Beyond disclosure requirements stipulated by law, Infineon does not undertake any obligation to update forward-looking statements. 20.08.2014 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Infineon Technologies AG Am Campeon 1-12 85579 Neubiberg Germany Phone: +49 (0)89 234-26655 Fax: +49 (0)89 234-955 2987 E-mail: investor.relations@infineon.com Internet: www.infineon.com ISIN: DE0006231004 WKN: 623100 Indices: DAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart; Terminbörse EUREX End of Announcement DGAP News-Service ---------------------------------------------------------------------------
DGAP-Adhoc: Infineon Technologies AG: Infineon Technologies AG to Acquire International Rectifier Corporation for US-Dollar 40 per share, approximately US-Dollar 3 billion in cash
| Source: EQS Group AG