DGAP-Adhoc: EPCOS AG: TDK and EPCOS Pursue a Comprehensive Partnership

EPCOS AG / Strategic Company Decision

31.07.2008 

Release of a Adhoc News, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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TDK Corporation, ('TDK') (TSE: 6762, NYSE and LSE: TDK), and EPCOS AG,
('EPCOS') (EPCGn.DE), signed a Business Combination Agreement (BCA) today.
The purpose of the agreement is to combine EPCOS with TDK’s activities in
the electronic components field. The BCA contains the basis of the
partnership and the roadmap for its implementation.
As a first step, TDK will launch a public tender offer for all outstanding
shares of EPCOS and will offer EPCOS' shareholders EUR 17.85 in cash per
share. Based on the number of EPCOS shares outstanding, this offer would
value EPCOS at approximately EUR 1.2 billion equity value. Including net
financial liabilites, pension obligations and minority interests this
implies an enterprise value for EPCOS of approximately EUR 1.4 billion. TDK
has informed EPCOS that it holds about 2.5% of the current registered share
capital of EPCOS and that it has secured delivery of about a further 7.0%.
The offer document is expected to be published after approval by the German
Federal Financial Supervisory Authority (BaFin – Bundesanstalt für
Finanzdienstleistungsaufsicht) during August 2008. The offer is subject to
certain conditions, including a 50 percent plus one share minimum
acceptance threshold on a fully diluted basis, and regulatory approvals.
TDK expects the offer to close by October.
Following the successful completion of the public tender offer, TDK will
immediately begin the process of carving out its relevant passive
components business. The objective is to combine this business with EPCOS’
business under a new company, provisionally named TDK EP Components KK.
This corporate separation is subject to the approval of TDK’s general
shareholders’ meeting.


Contact:
Peter Mueller, Leiter IR, Tel.: 089-636-21324



DGAP 31.07.2008 
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Language:     English
Issuer:       EPCOS AG
              St.-Martin-Straße 53
              81617 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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