M&A Activity • Apr 26, 2012
M&A Activity
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TKH Group N.V.
Following its announcement to launch a public takeover offer to all shareholders of Augusta Technologie AG (WKN: ABE1) ("Augusta"), on 3 April 2012, TKH Group N.V. (NYSE Euronext Amsterdam, AMS: TWEKA - "TKH") has decided to increase the offer price from EUR 21 to EUR 23 per share of Augusta. TKH has obtained binding commitments of additional key shareholders to tender their shares exclusively into the TKH offer and has now secured more than 40 % of the outstanding shares (excl. treasury shares).
Both the management board and the supervisory board of Augusta consider the improved terms of the proposed offer as attractive to the shareholders and have agreed to support TKH's offer.
The close to 10% increase leads to a total offer amount of approx. EUR 176 million for all outstanding shares. It represents a premium of approx. 28% compared to the closing price of EUR 17.93 per Augusta share (XETRA) on 3 April 2012 and of approx. 40% compared to the weighted 3-months average of the Augusta share price per 2 April 2012.
Alexander van der Lof, CEO of TKH: "Through the increase of the offer price, we obtained full support of the management board and the supervisory board of Augusta. The additional shares to be tendered exclusively in our offer increases transaction certainty for all stakeholders. We are confident to swiftly complete the transaction and to create one of the leading platforms in the vision technology industry."
Amnon Harman, CEO of Augusta: "We view the improved offer terms as attractive for the company and its shareholders from both a strategic and price perspective. We also appreciate the increased certainty for this transaction due to the higher level of irrevocably committed shares."
Through this transaction, TKH and Augusta will be able to build one of the leading vision technology groups which strongly focuses on vertical markets such as intelligent traffic solutions, medical applications and industrial inspection. TKH and Augusta will further explore network opportunities of Augusta's non-vision business activities within TKH. The geographic complementarity of TKH and Augusta provides stronger access to major American and Asian markets, in addition to the European presence.
The final terms and conditions of the offer will be published in the offer document after its approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) .
Haaksbergen, 25 April 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
Technology company TKH Group NV (TKH) is an internationally active group of companies that specialises 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 care and truck tyres. 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 generates a 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 final terms and conditions of the offer will be published in the offer document after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) to publish the document has been obtained. To the extent legally permissible, TKH reserves the right to change the terms and conditions of the
offer. 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 after they are published, as these will 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.
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