DGAP-News Joint Statement of the Management Board and Supervisory Board regarding the Voluntary Public Takeover Offer.MUNICH -- EPCOS EPCOS Electronic Parts and Components AG / Offer/Statement Announcement, transmitted by DGAP DGAP Deutsche Gesellschaft für Auswärtige Politik DGAP Deutsche Gesellschaft für Ad-Hoc Publizität mbH DGAP Direcção-Geral da Administração Pública (Portugal) DGAP Direzione Generale Affari Politici - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. Management Board and Supervisory Board recommend that EPCOS shareholders accept cash offer from TDK * Management Board and Supervisory Board Supervisory board The board of directors that represents stakeholders in the governance of the corporation. regard the offered cash consideration of EUR EUR In currencies, this is the abbreviation for the Euro. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 17.85 per EPCOS share as adequate * Fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. of UBS UBS Union Bank of Switzerland UBS United Bible Societies UBS United Blood Services UBS United Buying Service UBS Used Bookstore UBS University Business Services UBS Universal Building Society (UK) UBS Ulaanbaatar Broadcasting System Investment Bank confirms that the consideration is adequate * EPCOS to remain a listed German corporation * As a strategically oriented and financially strong majority shareholder, TDK TDK Türk Dil Kurumu (Turkish Language Council) TDK The Dark Knights (gaming clan) TDK Tokyo Denkikagaku Kogyo KK (TDK Electronics Co. Ltd. will bring added stability to future corporate development In a joint statement issued today, the Management Board and Supervisory Board of EPCOS AG (FWB (Fixed Wireless Broadband) See fixed wireless. :FEPC FEPC abbr. Fair Employment Practices Commission ) announced their support for the public tender offer submitted by TDK on August 25, 2008. Thorough examination of the submitted offer has confirmed the view of EPCOS' governing bodies Noun 1. governing body - the persons (or committees or departments etc.) who make up a body for the purpose of administering something; "he claims that the present administration is corrupt"; "the governance of an association is responsible to its members"; "he that TDK's offer meets the interests of the company, its customers, its shareholders and its employees. The Management Board and Supervisory Board therefore recommend that EPCOS' shareholders accept the offer. Among other reasons, the Management Board and Supervisory Board base their decision on the following considerations: The cash consideration of EUR 17.85 per EPCOS share offered by TDK includes an attractive premium in comparison to the company's share price both immediately before publication of TDK's intention to make a tender offer and in comparison to the historic share prices of EPCOS AG . The fact that the offered consideration is adequate in financial terms has been confirmed in the fairness opinion submitted by UBS Investment Bank. In the Business Combination Agreement signed on July 31, 2008, TDK and EPCOS committed themselves to establishing a strong and comprehensive partnership, and to managing their components business jointly in a context of close and faithful cooperation. This agreement maintains continuity in key issues on EPCOS' side (see also the joint press release dated July 31, 2008, www.epcos.com). For example, TDK has affirmed its intention to maintain EPCOS' current company headquarters, which will be established as one of two operational headquarters when the companies' business is combined. Nor are there any plans to relocate either the headquarters or the sites of the five divisions of EPCOS. The well-established brands of TDK and EPCOS will continue to be used in the future. TDK intends to be represented at first by only two and later by three members on the Supervisory Board of EPCOS AG. As a globally successful technology company, TDK is an excellent partner for EPCOS. Partnership with TDK will enable EPCOS to expand its position as one of the leading manufacturers of electronic components. As a strategically oriented and financially strong majority shareholder, TDK will bring greater stability to EPCOS. A new leading company in the market for electronic components Together, TDK and EPCOS intend to create a leading manufacturer of electronic components, modules and systems. The strategic logic behind this business combination is compelling: The two partners' business activities complement each other very well in the field of electronic components, as well as in terms of the industries they serve and their regional presence. TDK is particularly well established in Asia, the world's biggest growth region, and has a strong market position in all application areas, especially in consumer electronics and information technology. EPCOS' strong position in the growth markets for automotive and industrial electronics, above all in Europe, and the company's global significance in mobile communications provide for a very good fit. In the past, EPCOS has repeatedly stressed its desire to gain a firmer and better foothold in the fast-growing markets of Asia. It therefore sees the planned partnership with TDK as the best platform for sustained and successful corporate development. Next steps The completion of TDK's public tender offer is subject to a number of conditions. It must, for example, be accepted by at least 56 percent of EPCOS' shareholders (50 percent plus one share on a fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. basis). It also requires official approval. According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. the offer document, TDK already holds around 29 percent of EPCOS' shares. TDK assumes that it will be able to complete its public tender offer successfully in October. Once this has happened, TDK will initiate the carve out Carve out Usually occurs when a company decides to IPO one of their subsidiaries or divisions. The company usually only offers a minority share to the equity market. Also known as equity carve out. of its own relevant passive electronic components business, which will then be combined with EPCOS in a new company. The new company will probably be named TDK EP Components KK. The carve out requires the approval of TDK's General Meeting, which is to be held in June 2009. Note This press release does not include the Statement prescribed by law and issued jointly by the Management Board and the Supervisory Board of EPCOS AG regarding the public tender offer submitted by TDK Germany GmbH. The full text of the joint statement (in Germany) and a convenience translation in English are posted on the EPCOS website at www.epcos.com. About EPCOS EPCOS AG is a leading manufacturer of electronic components, modules and systems headquartered in Munich. With its broad portfolio EPCOS offers a comprehensive range of products from a single source and focuses on fast-growing and technologically demanding markets, in particular in the areas of information and communication technology, automotive electronics, industrial electronics and consumer electronics. The EPCOS Group has design and manufacturing locations and sales offices in Europe, Asia, and in North and South America South America, fourth largest continent (1991 est. pop. 299,150,000), c.6,880,000 sq mi (17,819,000 sq km), the southern of the two continents of the Western Hemisphere. . Electronic components are found in every electrical and electronic product and are indispensable for their flawless operation. Products from EPCOS store electrical energy, filter frequencies, and protect against overvoltage and overcurrent. In fiscal 2007 (October 1, 2006, to September 30, 2007), EPCOS posted sales of EUR 1.44 billion. At the end of the fiscal year, the company employed about 18,300 people worldwide. This document may contain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. with respect to EPCOS' financial condition, results of operations, business, strategy and plans. In particular, statements using the words 'expects', 'anticipates' and similar expressions, and statements with regard to management goals and objectives, expected or targeted revenue and expense data, or trends in results of operations or margins are forwardlooking in nature. Such statements are based on a number of assumptions that could ultimately prove inaccurate, and are subject to a number of risk factors, including changes in our customers' industries, slower growth in significant markets, changes in our relationships with our principal shareholders, the ability to realize cost reductions and operating efficiencies without unduly disrupting business operations Business operations are those activities involved in the running of a business for the purpose of producing value for the stakeholders. Compare business processes. The outcome of business operations is the harvesting of value from assets , currency fluctuations, unforeseen environmental obligations, and general economic and business conditions. EPCOS does not assume any obligation to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise. Contact: Dr. Kahlert, Presseabteilung, Tel.: 089-636-21321 01.09.2008 Financial News transmitted by DGAP Language: English Issuer: EPCOS AG St.-Martin-StraUe 53 81669 Munchen Deutschland Phone: +49 (0)89 636 - 09 Fax: +49 (0)89 636 - 21326 E-mail: investor.relations@epcos.com Internet: www.epcos.com ISIN Isin (ĭs`ĭn), capital of an ancient Semitic kingdom of N Babylonia. The city became important after the third dynasty of Ur fell to the Elamites and the Amorites (c.2025 B.C.). The phase from c.2025–c.1763 B.C. : DE0005128003 WKN WKN Wertpapier-Kenn-Nummer (identifying number assigned to securities traded in Germany) WKN Warrior Knowledge Network (US Army) : 512800 Indices: TecDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Hannover, Dusseldorf, Stuttgart, Munchen, Hamburg Hamburg, city, Germany Hamburg (häm`b rkh), officially Freie und Hansestadt Hamburg (Free and Hanseatic City of Hamburg), city (1994 pop. ; Terminborse EUREX End of News DGAP
News-Service
|
|
||||||||||||||

rkh)
Printer friendly
Cite/link
Email
Feedback
Reader Opinion