029 Group SE

M&A Activity • Feb 10, 2020

News Details

Takeover Bids | 10 February 2020 07:55

Takeover Offer;

Target company: ISRA VISION AG; Bidder: Atlas Copco Germany Holding AG

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of

EQS Group AG.

The bidder is solely responsible for the content of this announcement.

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Announcement of the decision to make a voluntary public takeover offer

(freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 para. 1

in conjunction with Sections 29, 34 of the German Securities Acquisition

and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz -‘WpÜG’)

Bidder:

Atlas Copco Germany Holding AG

Langemarckstraße 35

45141 Essen

Germany

registered in the commercial register of the local court (Amtsgericht) of

Essen under HRB 30601

Target:

ISRA VISION AG

Industriestraße 14

64297 Darmstadt

Germany

registered in the commercial register of the local court (Amtsgericht) of

Darmstadt under HRB 7722

ISIN: DE0005488100 (WKN 548810)

Atlas Copco Germany Holding AG (the ‘Bidder’) decided on February 10, 2020

to make a voluntary public takeover offer to all shareholders of ISRA

VISION AG for the acquisition of all non-par value bearer shares in ISRA

VISION AG, each share representing a proportionate amount of EUR 1.00 of

the share capital of ISRA VISION AG (the ‘ISRA Shares’) against payment of

a cash consideration in the amount of EUR 50.00 per ISRA Share (the

‘Takeover Offer’).

The Bidder is a wholly-owned subsidiary of Atlas Copco AB. The Bidder,

Atlas Copco AB and ISRA VISION AG today entered into a business combination

agreement, which contains the principal terms and conditions of the

Takeover Offer, as well as the mutual intentions and understandings

relating thereto.

Further, the Bidder today entered into definitive agreements with various

shareholders of ISRA VISION AG holding an aggregate of approximately 34.9%

of the share capital of ISRA VISION AG. On the one hand, shareholders

holding approximately 28.8% have irrevocably undertaken to accept the

Takeover Offer for all ISRA Shares held by them. In addition, a share

purchase agreement was entered into with another shareholder regarding the

acquisition of approximately 6.1% against payment of a purchase price of

EUR 50.00 per ISRA Share.

The offer document (in German and a non-binding English translation)

containing the detailed terms and conditions of the Takeover Offer, as well

as further information relating thereto, will be published by the Bidder

following approval by the German Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht) on the internet at the

Bidder’s website www.technology-offer.com.

The Takeover Offer will be made subject to, inter alia, the clearance by

the cartel authorities and the Committee on Foreign Investment in the

United States (CFIUS). The Takeover Offer will not be subject to reaching a

minimum acceptance threshold.

The Takeover Offer will be made on and subject to the terms and conditions

to be set out in the offer document, and the Bidder reserves the right, to

the extent permissible by law, to deviate from the above described

parameters.

Important Notice:

This announcement is neither an offer to purchase nor a solicitation of an

offer to sell shares of ISRA VISION AG. The definite terms and conditions

of the Takeover Offer, as well as further provisions concerning the

Takeover Offer, will be published in the offer document only after the

German Federal Financial Supervisory Authority has granted approval to

publish the offer document. Investors and holders of shares in ISRA VISION

AG are strongly advised to read the offer document and all other relevant

documents regarding the Takeover Offer when they become available, as they

will contain important information.

The Takeover Offer will be made exclusively under the laws of the Federal

Republic of Germany, especially under the German Securities Acquisition and

Takeover Act (Wertpapiererwerbs und Übernahmegesetz – WpÜG), and certain

provisions of the securities laws of the United States of America

applicable to cross-border tender offers. The Takeover Offer will not be

executed according to the provisions of jurisdictions other than those of

the Federal Republic of Germany or the United States of America (to the

extent applicable). Thus, no other announcements, registrations, admissions

or approvals of the offer outside of the Federal Republic of Germany have

been filed, arranged for or granted. Investors in, and holders of,

securities in ISRA VISION AG cannot rely on having recourse to provisions

for the protection of investors in any jurisdiction other than the

provisions of the Federal Republic of Germany or the United States of

America (to the extent applicable). Subject to the exceptions described in

the offer document as well as any exemptions that may be granted by the

relevant regulators, a public takeover offer will not be made, neither

directly nor indirectly, in jurisdictions where to do so would constitute a

violation of the laws of such jurisdiction.

To the extent permissible under applicable law or regulation, the Bidder,

its affiliates or its brokers may, directly or indirectly, purchase ISRA

Shares outside of the scope of the public Takeover Offer, before, during or

after the period in which the offer remains open for acceptance. These

purchases may be completed via the stock exchange at market prices or

outside the stock exchange at negotiated conditions. If such purchases or

arrangements to purchase are made they will be made outside the United

States of America and will comply with applicable law, including the US

Securities Exchange Act of 1934. Any information on such purchases will be

disclosed as required by law or regulation in Germany or any other relevant

jurisdiction.

Essen, February 10, 2020

Atlas Copco Germany Holding AG

End of WpÜG announcement

The 10.02.2020 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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