Pfeiffer Vacuum Technology AG - M&A Activity 2017

News Details

Corporate | 27 February 2017 08:00

Pfeiffer Vacuum Technology AG: Joint statement by Management Board and Supervisory Board

DGAP-News: Pfeiffer Vacuum Technology AG / Key word(s): Statement

27.02.2017 / 08:00

The issuer is solely responsible for the content of this announcement.

PRESS RELEASE

Pfeiffer Vacuum Management and Supervisory Boards Advise Shareholders to Not Accept Busch Group’s Offer

– Offer price and structure are inadequate

– Aim is to gain active control without a customary and appropriate takeover premium

– Offer does not reflect the value upside of Pfeiffer Vacuum

– Strategic concept for cooperation has not yet been presented

– Management Board is reviewing other options

Asslar, February 27, 2017. Pursuant to § 27 of the German Securities Acquisition and Takeover Act (WpÜG), the Management Board and the Supervisory Board of Pfeiffer Vacuum Technology AG (“Pfeiffer Vacuum”) today issued its reasoned statement on the offer submitted February 13, 2017, by Pangea GmbH, a company wholly owned by Busch SE (“Busch Group”).

The Management Board and the Supervisory Board are of the opinion that the Busch Group’s offer is not in the interest of Pfeiffer Vacuum and its shareholders. Both bodies therefore advise the shareholders of Pfeiffer Vacuum to not accept the Busch Group’s offer.

Manfred Bender, CEO of Pfeiffer Vacuum Technology AG, says: “The Busch Group is aiming to gain active control of Pfeiffer Vacuum without paying a customary and appropriate takeover premium. A coherent strategic concept for potential collaboration has not yet been presented by Busch. In the best interest of Pfeiffer Vacuum and its shareholders, we must therefore reject this inadequate offer and advise our shareholders to not accept it.”

Having carefully reviewed the offer and the consideration to be given in return, the Management Board and the Supervisory Board deem the latter, especially, to be inadequate. This position is supported by the customary assessments of UBS Europe SE and equinet Bank AG. The so-called inadequacy opinions examine the offer’s adequacy from a financial viewpoint. Both banks concluded independently that the price of EUR 96.20 per Pfeiffer Vacuum share offered by the Busch Group is inadequate from a financial perspective.

The Busch Group stated in the offer document that it considers to put a profit transfer or domination agreement between the Busch Group and Pfeiffer Vacuum in place as soon as the offer has been successfully concluded. The Management Board and the Supervisory Board of Pfeiffer Vacuum take a critical view of this plan because the aim is to take de facto control over Pfeiffer Vacuum without paying shareholders a customary premium for acquiring such a controlling interest.

The premium on the share price offered in consideration is well below the premiums paid in comparable transactions, and constitutes a 7.46 percent discount on the Pfeiffer Vacuum share price as at February 10, 2017, the last trading day before the Busch Group published the offer document. The Pfeiffer Vacuum shares’ closing price on that day was EUR 103.95.

The Management and Supervisory Board believe that the Busch Group may actively interfere with Pfeiffer Vacuum’s strategic setup, as the Busch Group has made several attempts to influence decisions within the remit of Pfeiffer Vacuum’s Management Board or Supervisory Board in the past. Adding to this concern is the fact that the Busch Group has been changing its stated intentions with regard to its stake in Pfeiffer Vacuum within a short period of time.

Beyond that, it is the Management Board’s and the Supervisory Board’s opinion that the offered consideration in no way reflects the vacuum industry’s growth potential, as specified by the Busch Group itself, nor the resulting medium-term value upside of Pfeiffer Vacuum.

Manfred Bender, CEO of Pfeiffer Vacuum Technology AG, says: “Pfeiffer Vacuum is strategically, technologically and financially in a very good position to realize the growth potential on its own and in the interest of the company and its shareholders. We will continue to pursue our successful strategy of combining organic growth in markets such as Asia and the USA with strategic acquisitions, thereby offering our shareholders attractive long-term prospects. We are also reviewing further options to ensure our shareholders participate adequately in the value creation at Pfeiffer Vacuum.”

The full reasoned statement of the Management Board and the Supervisory Board of Pfeiffer Vacuum can be viewed on the company website via the following link: https://group.pfeiffer-vacuum.com/takeover-offer

It is expressly noted that the reasoned statement of the Management Board and the Supervisory Board is the only binding document. The information contained in this press release does not constitute an explanation or supplement to the statements made in the reasoned statement.

Important Note

This Press Release may contain certain future-oriented statements based on current assumptions and prognoses by the corporate management of Pfeiffer Vacuum Technology AG or of companies affiliated with Pfeiffer Vacuum Technology AG. As a result of various known and unknown risks and contingencies, as well as other factors, the actual results, financial position, development or performance of Pfeiffer Vacuum Technology AG and of the companies affiliated with Pfeiffer Vacuum Technology AG may diverge significantly from the appraisals given here. Neither Pfeiffer Vacuum Technology AG nor the companies affiliated with Pfeiffer Vacuum Technology AG accept any obligation to update such future-oriented statements and bring them into line with future events or developments.

**Contact

Pfeiffer Vacuum Technology AG**

Investor Relations

Eerik Budarz

T +49 6441 802 1346

F +49 6441 802 1365

[email protected]

About Pfeiffer Vacuum

Pfeiffer Vacuum (stock exchange symbol PFV, ISIN DE0006916604) is one of the world’s

leading providers of vacuum solutions. In addition to a full range of hybrid and magnetically

levitated turbopumps, the product portfolio encompasses backing pumps, measurement and

analysis devices, components as well as vacuum chambers and systems. Ever since the

invention of the turbopump by Pfeiffer Vacuum, the company has stood for innovative

solutions and high-tech products that are used in the markets Analytics, Industry, Research

& Development, Coating and Semiconductor. Founded in 1890, Pfeiffer Vacuum is globally

active today. The company employs a workforce of some 2,350 people and has more than

20 subsidiaries.

For more information, please visit www.group.pfeiffer-vacuum.com

27.02.2017 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG.

The issuer is solely responsible for the content of this announcement.

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Language:	English
Company:	Pfeiffer Vacuum Technology AG
	Berliner Str. 43
	35614 Asslar
	Germany
Phone:	+49 6441 802-0
Fax:	+49 6441 802-1365
E-mail:	[email protected]
Internet:	www.pfeiffer-vacuum.de
ISIN:	DE0006916604
WKN:	691660
Listed:	Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange