- Management Board and Supervisory Board regard the offered cash consideration of
EUR 17.85 per EPCOS share as adequate - Fairness opinion of UBS 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 will bring added stability to future corporate development
In a joint statement issued today, the Management Board and Supervisory Board of EPCOS AG 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 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 offer1) and in comparison to the historic share prices of EPCOS AG2). 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.
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1) A premium of 29% over the XETRA closing price of the EPCOS share on the Frankfurt Stock Exchange on
July 30, 2008
2) A 49% markup over the average EPCOS share price of EUR 11.94 determined by BaFin, Germany’s banking supervisory authority, for the three months prior to public announcement of the offer
