- Subject to certain regulatory
approvals, TDK’s subsidiary EPCOS will launch an all-cash public
tender offer for all publicly-held shares of Tronics for a price of
EUR 13.20 per share.
- One of TDK’s priority strategies is
business growth in the field of sensors; through the acquisition of
Tronics, TDK would be able to further broaden its portfolio of
cutting-edge sensor technologies.
- Offer price per share of Tronics
represents a 78.4% premium to the closing share price as of July 7,
2016 (the trading day preceding the stock trading suspension) and a
62.1% premium to the volume-weighted average price during the last
60 trading days prior to this suspension.
- The offer will be conditional upon
reaching a 66.67% success threshold1; shareholders representing
53.21% of outstanding shares have already committed to tender their
shares and the management has committed to sell after the tender
offer 135 000 shares underlying their stock options.
- Thales Avionics has informed EPCOS that
it wishes to remain a strategic shareholder of Tronics. Subject to
the success of EPCOS’ offer, Thales Avionics and EPCOS shall enter
into a shareholders’ agreement to organize their relationships as
shareholders of Tronics.
- Tronics’ Supervisory Board unanimously
supports the contemplated combination and has recommended, on a
preliminary basis, the tender offer.
TDK Corporation (“TDK”) (TOKYO: 6762) and Tronics Microsystems
SA (“Tronics”, ISIN:FR0004175099 ALTRO) jointly announced today
that TDK’s wholly-owned subsidiary EPCOS AG (“EPCOS”), a leading
manufacturer of electronic components, modules and systems based in
Munich, Germany, and Tronics have signed a tender offer agreement
pursuant to which EPCOS will launch a public tender offer for all
publicly-held shares of Tronics for EUR 13.20 per share. On a
fully-diluted equity value basis, the transaction represents a
value of Tronics’ equity of approximately EUR 48.65 million. This
represents a 78.4% premium over Tronics’ closing share price on
July 7, 2016, the trading day immediately preceding the stock
trading suspension, and a 62.1% premium to the volume-weighted
average price during the last 60 trading days prior to this
suspension.
Attractive growth opportunities in new markets
TDK is accelerating its expansion of strategic growth products
by business collaboration with strategic partners and M&A. One
of the company's priority strategies is business growth in the
field of sensors. Through the acquisition of Tronics, TDK would be
able to further broaden its portfolio of cutting-edge sensor
technologies, which currently includes temperature, pressure and
magnetic/TMR-based2 sensor technologies. The integration of Tronics
into TDK will open up attractive new opportunities in the promising
growth markets for inertial sensors in industrial, automotive and
consumer electronics and thus enable TDK to substantially expand
its sensor business and provide customers with a wide range of
sensor solutions.
Founded in 1997 and headquartered in Crolles, with wafer fabs in
Europe and the USA and a representation in Asia, Tronics provides
local support to customers on three continents and offers one of
the broadest technology portfolios in the industry. Tronics’
services range from MEMS3 design to high-volume MEMS
manufacturing.
Comments Joachim Zichlarz, TDK Senior Vice President, Corporate
Officer and CFO of Electronic Components Business Company and EPCOS
Chairman of the Management Board, CEO and CFO: “Tronics gives an
immediate entry into the rapidly growing market for inertial
sensors. The acquisition of Tronics will boost our innovativeness
and market strength in one of the future’s most promising and
crucial technological fields. Following the acquisition of the
magnetic sensor manufacturer Micronas, which was announced in
December 2015, the acquisition of Tronics represents a logical next
step in TDK’s strategy to expand its activities in the sensors
area. Moreover, TDK expects strong synergies with its own
cutting-edge thin-film and assembly technologies.”
Additional information related to the tender offer
The tender offer is expected to be filed at the beginning of
September 2016. The effective opening of the tender offer is
subject to prior clearance by the French Ministry of Economy and
Finance. Its completion is conditional upon EPCOS obtaining 66.67%
of the Tronics shares4.
Existing shareholders of Tronics (Sercel Holding, Aster Capital,
Innovation Capital, Omnes Capital, CEA Investissement and some
founders) have committed to tender shares representing 53.21% of
Tronics outstanding shares. Furthermore, members of the management,
including Mr. Pascal Langlois, CEO of Tronics, entered into
agreements with EPCOS to sell 135 000 shares underlying the
stock options and BSPCE they own subject to the success to the
tender offer.
Thales Avionics, which holds a 20.9% stake in Tronics, has
informed EPCOS that it wishes to remain a strategic shareholder of
Tronics. Consequently, EPCOS and Thales Avionics have initiated
discussions to set forth the terms and conditions of their possible
future relationships in relation to Tronics, and have agreed,
subject to the condition precedent of the success of the tender
offer, to enter into a shareholders’ agreement at the close of the
offer.
Individual holders of shares subscribed under the TEPA regime
will be offered to enter into liquidity arrangements.
Access to promising new MEMS technologies and network
Thanks to the ongoing miniaturization trend MEMS technologies
have become increasingly important in the sensor market. Tronics
will support this trend and open up entirely new possibilities for
miniaturized sensor solutions. The company's current portfolio
includes several MEMS technologies that enable inertial sensor
solutions featuring multiple sensor functions in one device. Such
miniaturized sensor devices are expected to be key components in
emerging applications in industrial and automotive electronics,
aircraft and the Internet of Things (IoT), where they will enable,
for example, safer industrial robots, self-driving vehicles, drone
delivery services and autonomous home appliances.
In addition to inertial sensors, Tronics’ portfolio of
technologies also includes components for gas sensors, infrared
sensors, micro-mirrors, micro-optics and micro-actuators as well as
forward-looking BioMEMS and microfluidic devices for in-vitro
diagnostic and DNA analysis.
Tronics strongly supports the public tender offer
With its experienced management team, Tronics will serve as the
worldwide competence center for inertial sensors and provide MEMS
solutions based on its own manufacturing facilities, in particular
in Crolles.
The Supervisory Board of Tronics has noted that a combination
with TDK offers significant strategic, operational and financial
advantages for Tronics and will secure Tronics’ development and
output in a difficult market. The tender offer will also allow
shareholders to receive full value for their shares, the price of
which has dropped significantly since the IPO in early 2015. In
this context, the Supervisory Board of Tronics has unanimously
resolved to support the project and has given its preliminary
recommendation to the public tender offer that will be filed by
EPCOS. The Supervisory Board of Tronics has appointed Ledouble SAS
as independent expert for the purpose of delivering a fairness
opinion on the price of the tender offer.
The Supervisory Board of Tronics will communicate its final
recommendation for Tronics’ shareholders to accept the public
tender offer after its receiving the fairness opinion and after the
works council’s information and consultation process on the public
tender offer being completed.
Pascal Langlois, Chairman of the Management Board and CEO of
Tronics comments: “This is a great recognition for Tronics’
expertise and success in inertial products and MEMS technologies.
The company will benefit from TDK’s position as a leading
manufacturer of electronic components with a global salesforce and
powerful manufacturing base and with excellent relationships to key
players in industrial, automotive and consumer electronics markets.
TDK’s solid financial basis and extensive know-how in materials and
production engineering will provide a very good basis for strong
future growth of Tronics’ cutting-edge sensor technologies. It is a
great step in the development of the company for employees,
customers and shareholders.”
Additional information related to the transaction
The Autorité des marchés financiers (AMF) has issued this day a
pre-offer period opening notice regarding Tronics.
The trading of Tronics shares will resume on August 3rd,
2016.
The public will be informed about the filing of the public
tender offer documents to be issued by TDK and Tronics in due
time.
In accordance with French law, the documentation relating to the
public tender offer targeting Tronics which will include the terms
and conditions of the offer will be subject to review by the AMF.
The public tender offer will only be opened once the AMF has
granted its clearance and subject to clearance by the French
Ministry of Economy in relation to control of foreign investments
in France. Information concerning Tronics contained in this press
release has been elaborated based on publicly available
sources.
Advisors
Gimar & Cie is acting as financial advisor to Tronics and
Darrois Villey Maillot Brochier is acting as legal advisor to
Tronics.
PwC Corporate Finance is acting as financial advisor to TDK and
Kepler Cheuvreux as presenting bank in the context of the public
tender offer and Hogan Lovells is acting as legal advisor to
TDK.
About TDK Corporation
TDK Corporation is a leading electronics company based in Tokyo,
Japan. It was established in 1935 to commercialize ferrite, a key
material in electronic and magnetic products. TDK's portfolio
includes electronic components, modules and systems* which are
marketed under the product brands TDK and EPCOS, power supplies,
magnetic application products as well as energy devices, flash
memory application devices, and others. TDK focuses on demanding
markets in the areas of information and communication technology
and consumer, automotive and industrial electronics. The company
has a network of design and manufacturing locations and sales
offices in Asia, Europe, and in North and South America. In fiscal
2016, TDK posted total sales of USD 10.2 billion and employed about
92,000 people worldwide.* The product portfolio includes ceramic,
aluminum electrolytic and film capacitors, ferrites, inductors,
high-frequency components such as surface acoustic wave (SAW)
filter products and modules, piezo and protection components, and
sensors.
About EPCOS
EPCOS, a TDK Group Company, develops, manufactures and markets
electronic components, modules and systems, focusing on
fast-growing leading-edge technology markets, which include
information and communications technology, automotive electronics,
industrial electronics and consumer electronics. Thanks to the
approximately 25,500 employees at more than 20 design and
production locations and an extensive sales network outside of
Europe, the company is well-equipped to work closely with customers
and create the right solutions for them. Since February 2015, the
two existing European sales channels for EPCOS and TDK products
have been merged under the one roof of TDK Europe.In fiscal 2016
(ending in March) EPCOS posted sales of about EUR 2.5 billion.
About Tronics
Founded in 1997, Tronics is a recognized technological leader in
the sector of nano & microsystems with high added value.
Positioned at the heart of product innovation, Tronics has
technology platforms protected by a portfolio of 25 families of
patents, resulting from 15 years of R&D and more than
EUR 15 million of cumulative industrial investments.
Addressing high-growth markets relying on increasing
miniaturization of electronic devices, Tronics designs,
manufactures and sells custom or standard products to the industry,
aeronautics & security, medical and consumer markets. Located
in Crolles, near Grenoble (France) and in Dallas, Texas (United
States), Tronics posted revenue of EUR 7.8 Million in 2015. It
now has 92 employees, of whom 55 are engineers and scientists.ISIN
code: FR0004175099 ALTRO.«Innovative Company» certification number:
A1410008 V.For more information: www.tronicsgroup-bourse.com
1 This success threshold will be reduced to take into account
the shares of Tronics underlying the bons de souscription de parts
de créateur d'entreprise (BSPCE) and stock options that will be
covered by irrevocable forward sale agreements, so that the 66.67%
threshold can be reached after the offer as a result of the
delivery of these shares.2 TMR: tunnel magnetoresistive3 MEMS:
microelectromechanical systems4 This success threshold will be
reduced to take into account the shares of Tronics underlying the
bons de souscription de parts de créateur d'entreprise (BSPCE) and
stock options that will be covered by irrevocable forward sale
agreements, so that the 66.67% threshold can be reached after the
offer as a result of the delivery of these shares.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160801005591/en/
TDK ContactsSumio Marukawa, 81-3-6852-7102Corporate
Communicationspr@jp.tdk.comJun Hatsumi, 81-3-6852-7102Investor
Relationsir@jp.tdk.comFor EPCOS related issues:Hans-Peter Ziegler,
49-89-54020-2415Corporate
Communicationsepcoscc@epcos.comorTronics ContactsInvestor
Relations & Corporate Communications:Actus LyonFrance Bentin /
Serena Boni, 33-4-72-18-04-92fbentin@actus.frMarketing:TronicsKarl
Biasio, 33-4-76-97-29-50info@tronicsgroup.com
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