029 Group SE

M&A Activity • Jun 3, 2019

News Details

Takeover Bids | 3 June 2019 06:50

Takeover Offer;

Target company: First Sensor AG; Bidder: TE Connectivity Sensors 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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Publication of the decision to make a voluntary public takeover offer

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

and 3 in conjunction with Sections 29 para. 1 and 34 of the German

Securities Acquisition and Takeover Act (Wertpapiererwerbs- und

Übernahmegesetz)

Bidder:

TE Connectivity Sensors Germany Holding AG

Ampèrestr. 12-14

64625 Bensheim

Germany

Registered with the commercial register of the local court of Darmstadt

under HRB 99155

Target:

First Sensor AG

Peter-Behrens-Straße 15

12459 Berlin

Germany

Registered with the commercial register of the local court of Berlin-

Charlottenburg under HRB 69326

WKN 720190 / ISIN DE0007201907

On 3 June 2019, TE Connectivity Sensors Germany Holding AG (the ‘Bidder’),

a wholly-owned subsidiary of TE Connectivity Ltd. (‘TE Connectivity’),

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

First Sensor AG (the ‘Company’) for the acquisition of all outstanding no-

par value bearer shares in the Company (ISIN DE0007201907) (the ‘First

Sensor Shares’) against payment of a cash consideration in the amount of

EUR 28.25 per First Sensor Share (the ‘Takeover Offer’).

The Bidder, TE Connectivity and the Company 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.

The offer document containing the detailed terms and conditions of the

Takeover Offer, as well as further information relating thereto, will be

published by the Bidder following permission by the German Federal

Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht) at the Bidder’s website http://www.sensor-

offer.com.

Prior to the date hereof, the Bidder and TE Connectivity have entered into

definitive agreements with various anchor shareholders of the Company

holding an aggregate of approximately 67% of the share capital and voting

rights of the Company. Pursuant to these agreements, such shareholders have

irrevocably undertaken to accept the Takeover Offer for all First Sensor

Shares held by them.

The consummation of the Takeover Offer will be subject to certain customary

conditions, which will presumably include receipt of necessary antitrust

and other regulatory clearances. 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

set out in the offer document, however, the Bidder reserves the right, to

the extent permissible by law, to deviate from the described parameters.

Important notice:

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

offer to sell shares in the Company. 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 following permission by the

German Federal Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht) to publish the offer document. Investors and

holders of shares in the Company are strongly advised to read the offer

document and all other documents regarding the Takeover Offer when they

become available, as they will contain important information.

The Takeover Offer will be published exclusively under the laws of the

Federal Republic of Germany and certain applicable provisions of U.S.

takeover laws. Any contract concluded on the basis of the Takeover Offer

will be exclusively governed by the laws of the Federal Republic of Germany

and is to be interpreted in accordance with such laws.

Bensheim, 3 June 2019

TE Connectivity Sensors Germany Holding AG

End of WpÜG announcement

End of WpÜG announcement

The 03.06.2019 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Listed: Zielgesellschaft:

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Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart, Tradegate

Exchange