ZURICH, Switzerland, February 8, 2016 – Micronas today announced that it has been informed that all prerequisite approvals by the competent merger control authorities for the takeover of Micronas by TDK Corporation have been obtained without any condition or commitment.
In accordance with the timetable set out in TDK's offer prospectus, the offer period is scheduled to end on February 10, 2016, 4:00 p.m. CET. The provisional and definitive notices of the interim results of TDK's public tender offer are expected to be published in the electronic media on February 11, 2016 and February 16, 2016, respectively.
Micronas (SIX Swiss Exchange: MASN) the most preferred partner for sensing and control serves all major automotive electronics customers worldwide, many of them in long-term partnerships for lasting success. While the holding company is headquartered in Zurich (Switzerland), operational headquarters are based in Freiburg (Germany). Currently, the Micronas Group employs around 900 persons.
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This press release does not constitute an offer to sell, or a solicitation of an offer to buy, registered shares of Micronas Semiconductor Holding AG, Zurich ("Micronas" and the registered shares of Micronas the "Micronas Shares") or any other securities. Shareholders of Micronas are urged read the offer documents pertaining to the public tender offer (the "Offer") by TDK Corporation or one of its affiliates (TDK), which are available at http://www.global.tdk.com/news_center/press/document.htm.
The Offer described in the offer documents will not be made, directly or indirectly, in any country or jurisdiction in which the Offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require TDK or any of its subsidiaries to change or amend the terms or conditions of the Offer in any manner, to make any additional filing with any governmental or regulatory authority or take any additional action in relation to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Documents relating to the Offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction. Any such documents must not be used for the purpose of soliciting the purchase of any securities of Micronas by any person or entity resident or incorporated in any such country or jurisdiction.
Notice to U.S. Holders
The Offer described in the offer documents will be made for registered shares of Micronas, a Swiss company whose shares are listed on the SIX Swiss Exchange ("SIX"), and is subject to Swiss disclosure and procedural requirements, which are different from those of the United States ("U.S."). The Offer will be made in the U.S. pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), subject to the exemptions provided by Rule 14d-1(d) under the U.S. Exchange Act, and otherwise in accordance with the requirements of Swiss law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws. U.S. holders of Micronas Shares are encouraged to consult with their own Swiss advisors regarding the Offer.
According to the laws of Switzerland, Micronas Shares tendered into the Offer may generally not be withdrawn after they are tendered except under certain circumstances, in particular in case a competing offer for the Micronas Shares is launched.
In accordance with the laws of Switzerland and subject to applicable regulatory requirements, TDK or their nominees or brokers (acting as agents for TDK) may from time to time after the date hereof, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase, Micronas Shares or any securities that are convertible into, exchangeable for or exercisable for Micronas Shares. These purchases, or arrangements to purchase, may occur either in the open market at prevailing prices or in private transactions at negotiated prices and shall comply with applicable laws and regulations in Switzerland and applicable U.S. securities laws. Any such purchases will not be made at prices higher than the Offer price or on terms more favorable than those offered pursuant to the Offer unless the Offer price is increased accordingly. Any information about such purchases or arrangements to purchase will be publicly disclosed in the U.S. on http://www.global.tdk.com/news_center/press/document.htm to the extent that such information is made public in accordance with the applicable laws and regulations of Switzerland. In addition, the financial advisors to TDK and Micronas may also engage in ordinary course trading activities in securities of Micronas, which may include purchases or arrangements to purchase such securities.
It may be difficult for U.S. holders to enforce their rights and any claim arising out of U.S. securities laws, since each of TDK and Micronas is located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders may not be able to sue a non-U.S. company or its officers or directors in a U.S. or non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.
The receipt of cash pursuant to the Offer by a U.S. holder of Micronas Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local laws, as well as foreign and other tax laws. Each shareholder of Micronas is urged to consult his or her independent professional advisor immediately regarding the tax consequences of an acceptance of the Offer.
Neither the U.S. Securities and Exchange Commission nor any securities commission of any State of the U.S. has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in the offer prospectus that will be published. Any representation to the contrary is a criminal offence in the U.S.
American Depositary Shares and American Depositary Receipts
TDK is aware that there is an “unsponsored” American Depositary Receipt Program concerning Micronas Shares. The Offer described in the offer documents will not be made for American Depositary Shares representing Micronas Shares ("ADSs"), nor for American Depositary Receipts evidencing such ADSs ("ADRs"). However, the Offer will be made for the Micronas Shares that are represented by the ADSs. Holders of ADSs and ADRs are encouraged to consult with the depositary regarding the tender of Micronas Shares that are represented by ADSs. TDK is unaware of whether the depositary will make arrangements to tender the underlying Micronas Shares into the Offer on behalf of holders of ADSs or ADRs.
Holders of ADSs may present their ADSs to the depositary for cancellation and (upon compliance with the terms of the deposit agreements relating to the “unsponsored” American Depositary Receipt Program concerning Micronas Shares, including payment of the depositary’s fees and any applicable transfer fees, taxes and governmental charges) delivery of Micronas Shares to them, in order to become shareholders of Micronas. The Offer may then be accepted in accordance with its terms for the Micronas Shares delivered to holders of ADSs upon such cancellation. Holders of ADSs should be aware, however, that in order to tender in this manner, they may need to have an account in Switzerland into which the Micronas Shares can be delivered.
The communication about the Offer described in the offer documents, including this communication, is directed only at persons in the United Kingdom (U.K.) who (i) have professional experience in matters relating to investments, (ii) are persons falling within article 49(2)(a) to (d) («high net worth companies, unincorporated associations, etc.») of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as «relevant persons»). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
Australia and Japan
The Offer described in the offer documents is not being addressed to shareholders of Micronas whose place of residence, seat or habitual abode is in Australia or Japan, and such shareholders may not accept the Offer.