Delisting Announcement • Nov 18, 2014
Delisting Announcement
Open in ViewerOpens in native device viewer
TKH Group N.V. (TKH)
TKH Group NV (NYSE Euronext Amsterdam, AMS: TWEKA - "TKH") has confirmed today it's decision to request the squeeze-out of the minority shareholders of Augusta Technologie Aktiengesellschaft ("Augusta") and set the cash compensation to be offered to Augusta's minority shareholders at € 30.49 per Augusta share. The amount of the cash compensation is based on a valuation of Augusta performed by an independent valuation expert engaged by TKH. According to statutory requirements, it has been approved by an independent valuation expert appointed by the regional court of Munich. Augusta was notified accordingly.
TKH currently holds through it's wholly owned subsidiary TKH Technologie Deutschland AG ("TKH AG") 91.2% of the outstanding shares in Augusta. The shares of Augusta's minority shareholders shall be transferred to TKH AG against cash compensation and Augusta shall be merged with and into TKH AG in a combined transaction ("Merger Squeeze-out"). TKH AG and Augusta have set-up a draft merger agreement. The Supervisory Board of TKH AG has approved the draft merger agreement. Signing of the merger agreement is expected on 1 December 2014 after approval by the Augusta Supervisory Board.
The cash compensation of € 30.49 per share results in a total cash compensation of € 21,409,315.75 for a total of 702,175 shares currently held by Augusta's minority shareholders.
The Merger Squeeze-out must be approved by Augusta's shareholder meeting, which is scheduled on 19 January 2015. The Merger Squeeze-out is expected to become effective in March 2015, subject to legal procedures by shareholders against the Merger Squeeze-out.
Haaksbergen, 17 November 2014
Executive Board
For additional information: J.M.A. (Alexander) van der Lof MBA, Chairman of the Executive Board tel. +31 (0)53 5732903 website: www.tkhgroup.com
Agenda
10 March 2015 Publication full year results 2014 6 May 2015 Trading update Q1 2015 7 May 2015 General Meeting of Shareholders 2015 18 August 2015 Publication interim reults 2015 5 November 2015 Trading update Q3 2015
Technology company TKH Group NV (TKH) is an internationally active group of companies specialising in the creation and delivery of innovative Telecom, Building and Industrial Solutions.
The TKH core technologies – vision & security, communications, connectivity and manufacturing systems – are interlinked to form complete systems and solutions in the solutions segments and associated vertical markets. TKH's goal is to use this interlinked approach to realise far-reaching synergies between the company's various business units.
Telecom Solutions develops, produces and supplies systems ranging from outdoor infrastructure for telecom and CATV networks through to indoor home networking applications. TKH Telecom Solutions operates in three distinct sub-segments: optical fibre networks, copper networks and indoor telecom systems.
Building Solutions develops, produces and supplies solutions in the field of vision & security, communications and connectivity technology that range from applications in buildings and the built environment through to integrated systems that, linked to software, provide efficiency solutions for sectors such as the construction, healthcare, parking, ship building, oil and gas, traffic and security sectors. Building Solutions operates in three distinct sub-segments: building technologies, vision & security systems and connectivity systems.
Industrial Solutions develops, produces and supplies solutions ranging from specialty cable, "plug and play" cable systems through to integrated systems for the production of car and truck tyres. The core technologies in this segment are vision technology, connectivity and system integration. Industrial Solutions operates in two distinct sub-segments: connectivity systems and manufacturing systems.
TKH aspires strong market positions – based mainly on own proprietary technologies and services – with a strong regional and international positioning. TKH and its various operating companies are active worldwide. Growth is concentrated in North West and Central and Eastern Europe and Asia. In 2013, TKH booked turnover of € 1.2 billion with a workforce of 4,802 employees.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.