Delisting Announcement • Jun 27, 2012
Delisting Announcement
Open in ViewerOpens in native device viewer
TKH Group N.V.
At the expiry of the acceptance period on 22 June 2012, the voluntary public takeover offer ("Offer") by TKH Technologie Deutschland AG ("TKH"), an indirect 100-percent subsidiary of TKH Group N.V. (NYSE Euronext Amsterdam, AMS: TWEKA), was accepted for 53.34% of all outstanding shares of Augusta Technologie AG (ISIN DE000A0D6612/WKN A0D 661 - "Augusta") (excluding treasury shares).
In addition, TKH acquired 6.18% of all outstanding Augusta shares outside the Offer and holds financial instruments, which entitle it to purchase 0.09% of all outstanding Augusta shares. In total, TKH has thus far secured 59.6% of all outstanding Augusta shares.
The offer condition of a minimum acceptance level of 50% plus one share in respect of all shares issued by Augusta as at the expiry of the acceptance period minus all treasury shares of Augusta has therefore been satisfied. All other offer conditions provided in the Offer Document ("Offer Document"), as amended on 6 June 2012, have also been satisfied.
Augusta shareholders who have not yet accepted the Offer may still accept it within the additional acceptance period, which will run until 11 July 2012, Midnight (24.00 Central European Summer Time).
TKH had announced its decision to launch the Offer to all shareholders of Augusta on 3 April 2012 and published the Offer Document on 11 May 2012.
Both the management board and the supervisory board of Augusta regard the Offer as strategically beneficial and the offer price as attractive. In their reasoned opinion published on 15 May 2012, both bodies support the Offer and recommend that Augusta shareholders accept it.
The Offer Document, in which the details of the voluntary public takeover offer are presented, as well as the documentation on the amendment of the Offer ("Offer Amendment") have been published online at www.tkhgroup.com in German and as nonbinding English translations.
Haaksbergen, 27 June 2012
Executive Board
For further information: J.M.A. (Alexander) van der Lof MBA, Chairman of the Executive Board tel. + 31 (0)53 5732903 website: www.tkhgroup.com website: www.augusta-ag.com
As a service to all shareholders of Augusta, frequently asked questions and answers regarding the Offer have been published in German and English at www.tkhgroup.com.
Technology company TKH Group NV (TKH) is an internationally active group of companies that specializes in the creation and delivery of innovative Telecom, Building and Industrial Solutions. 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 efficient electro-technology ranging from applications within buildings through to technical systems that – combined with software – provide efficiency solutions for among others the care, traffic and security sectors. Building Solutions operates in three distinct sub-segments: building technologies, 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 tires. Industrial Solutions operates in two distinct subsegments: connectivity systems and manufacturing systems. TKH's continuous focus on research and development gives the company a portfolio of products and services that guarantee technologically-advanced solutions. TKH and its various operating companies are active worldwide. Growth is concentrated in North West and Central and Eastern Europe and Asia. In 2011, TKH booked turnover of EUR 1.1 billion with a workforce of 4,062 employees.
Augusta Technologie AG (Augusta) is an integrated technology company with a focus on niche markets of digital image processing and optical sensors. The core Vision Technology segment focuses on the supply of digital cameras and optical sensor systems for automation and enhancing quality, safety and efficiency. It develops and produces both standard products and customer-specific systems for a broad range of applications in a number of sectors including manufacturing, medical technology, multimedia, transport and security technology. Augusta stands out through its international presence and top customer service. For the 2011 financial year Augusta generated sales revenue of EUR 101.3 million and earnings before interest, tax, depreciation and amortization (EBITDA) of EUR 17.9 million.
This notification is neither an offer to purchase nor a solicitation of an offer to sell shares. The terms and conditions of the Offer are published in the Offer Document approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Shareholders of Augusta are strongly advised to read the Offer Document, as well as all other relevant documents regarding the Offer at their earliest convenience at www.tkhgroup.com, as these contain important information.
This announcement includes certain "forward-looking" statements. These statements are based on the current expectations of TKH and are naturally subject to uncertainty and changes in circumstances. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar impact.
Forward-looking statements, by their nature, are subject to a variety of inherent risks and uncertainties that could cause actual results to differ materially from the results projected. Many of these risks and uncertainties cannot be controlled by TKH.
Any forward-looking statements made in this press release are made by TKH as of the date of this press release. Further, TKH does not have any obligation to update or revise any forward-looking statement contained in this press release, even if the TKH's expectations or any related events, conditions or circumstances change.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.