Singulus Technologies AG

M&A Activity • Nov 7, 2005

News Details

Corporate | 7 November 2005 07:00

SINGULUS TECHNOLOGIES acquires majority in STEAG HamaTech

Corporate-news transmitted by DGAP. The issuer is solely responsible for the content of this announcement. —————————————————————————— SINGULUS TECHNOLOGIES acquires majority in STEAG HamaTech: International competitive position further improved – Acquisition of an equity stake in STEAG HamaTech in the amount of 66.28 percent in total agreed – Voluntary public offer to all outstanding shareholders at a price of EUR 2.40 per share from the beginning of December – Market position in the segment Recordable Disc significantly strengthened – MRAM market entry facilitated through semiconductor activities to be acquired Kahl am Main, November 07, 2005 – The SINGULUS TECHNOLOGIES AG (SINGULUS) concluded an agreement with the main shareholder SES-Beteiligungs GmbH (SES) to acquire 66.28 percent of the shares of STEAG HamaTech AG. The purchase price will be paid in cash with liquid funds available to SINGULUS and totals EUR 10.1 million at maximum, which corresponds to an amount of EUR 0.51 per share. This amount is significantly below the proportionate nominal value of EUR 1 per share and also below the proportionate equity of STEAG HamaTech AG. In addition, a shareholder loan of EUR 2.2 million will be transferred from SES to SINGULUS. SINGULUS, as the world’s largest manufacturer of production machines for optical storage media, in particular increases its customer relationships in the recordable market through this measure. SINGULUS expects that the combined pro-forma sales of the two companies will be in the area of about EUR 350 million in 2005. Cost advantages in production and administration will further strengthen the international competitiveness. Thus, SINGULUS will be excellently positioned for a foreseeable market recovery. Roland Lacher, Chief Executive Officer of SINGULUS, comment: “With the combination of SINGULUS and STEAG HamaTech AG we will create technological leadership in all formats. In terms of individual business areas as well as regionally our companies complement one another excellently. For our shareholders the transaction will be value accretive from the beginning. SINGULUS therefore takes advantage of the market, which is characterized by uncertainty regarding formats, in order to satisfy the prerequisites to strengthen the competitive position.” Leading electronics and computer manufacturers as well as film studios are currently discussing the future standard of the third generation of optical storage media. SINGULUS is the first European producer to offer production systems supporting both formats and which were already delivered to major customers for testing. For SES the sale of STEAG HamaTech AG is an additional important step in the reorganization of the company. SINGULUS’s technologic competence and integration experience provide a good outlook in terms of competition for STEAG HamaTech AG and its employees. SINGULUS is considered to be the global leader for systems to produce optical storage media and already successfully integrated acquisitions in the SINGULUS Group in the past. Following the approval from the German Financial Supervisory Authority (Bafin) SINGULUS will publish a voluntary public offer for all outstanding shareholders in the amount of EUR 2.40 per share presumably at the beginning of December. This price amounts to a premium of roughly 30 % based on the weighted average stock price in the past three months. SINGULUS intends to acquire a majority of at least 75 % of the shares of STEAG HamaTech AG. Both companies complement one another through its respective strengths in optical disc formats and will be able to offer their customers a broader range of products and improved service in the future. At the same time STEAG HamaTech AG’s competence in process machines for customers of the semiconductor sector complements the TMR coating technology of SINGULUS and is therefore able to contribute significantly to the further development of the offered product range in this segment. The voluntary public offer is subject to the approval by the German Financial Supervisory Authority (BaFin). For further information please contact: Maren Schuster, Investor Relations, Tel.: + 49 (0) 6188 440 612 Bernhard Krause, Corporate Communications, Tel.: + 49 (0) 6188 440 106 Company profile SINGULUS TECHNOLOGIES SINGULUS TECHNOLOGIES is the only global manufacturer of CD and DVD replication systems offering a comprehensive line of optical disc manufacturing processes. The company covers the entire value chain and is the global market leader in the most important areas such as mastering and DVD replication. The company’s global market share for CD and DVD equipment amounted to roughly 65 % in 2004. Its share for mastering equipment was even higher. The company’s core competence is “vacuum thin film technology”. This is a process of applying thin layers of material, often measured in nanometers, in a vacuum by means of cathode deposition. We view ourselves as a growth company. Within this context, the company has intensified its search for new key applications in vacuum thin film technology since 2002. Two new business sectors have been developed in the interim, each with the potential to become an independent growth entity: -TMR thin film coating machines for MRAM. MRAM is expected to become the standard technology for new semiconductor memory storage for the next generation of computers. -Optical coating applications, i.e., automated machines for the inline coating of ophthalmic lenses and other optical substrates. The company considers itself well-equipped for the future due to its technological core competence and the opportunities presented by the emerging HD DVD and Blu-ray third generation optical discs. SINGULUS TECHNOLOGIES – Smart Solutions to Drive the Future Company profile STEAG HamaTech STEAG HamaTech is the global leader in system solutions for producers of optical storage media and the semiconductor industry. Its latest technology, many years of experience and extensive know-how lead to developments, which are set up to be future-compatible in particular with regards to short product life cycles and high innovation pressure: It is not without reason that top-class technology from STEAG HamaTech is used in all important markets around the world. End of announcement (c)DGAP 07.11.2005 —————————————————————————— WKN: 723890; ISIN: DE0007238909; Index: TecDAX Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin- Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart