The Board of Directors of Micronas has resolved today to call an extraordinary Shareholders’ Meeting in order to resolve on the merger of the Company into the Swiss subsidiary of TDK Corporation.
Zurich, September 9, 2016 – In the offer prospectus dated December 22, 2015 regarding the public tender offer for all publicly held registered shares of Micronas TDK Magnetic Field Sensor G.K. with registered office in Tokyo, Japan (hereafter TDKM), a subsidiary of TDK Corporation, had announced that the objective of the transaction was to acquire the entire share capital of Micronas, and that it will initiate a squeeze-out merger if the statutory requirements are met. Also, it had announced its intention to have the shares of Micronas delisted from the SIX Swiss Exchange.
Today, the Board of Directors of Micronas and its Committee of Independent Board Members have approved the merger agreement with TDK Magnetic Field Sensor Switzerland AG with registered office in Zurich (hereafter TDK Switzerland), a subsidiary of TDKM, and with TDKM, pursuant to which Micronas will merge with and into TDK Switzerland and cease to exist upon the effectiveness of the merger. The merger is conditional upon its approval by an extraordinary Shareholders’ Meeting of each of Micronas and TDK Switzerland. Therefore, the Board of Directors of Micronas and its Committee of Independent Board Members have resolved to call an extraordinary Shareholders’ Meeting that is expected to be held on October 20, 2016 in order to resolve on the merger.
The Merger Agreement provides that the shareholders of Micronas, with the exception of TDKM, will – in lieu of shares of TDK Switzerland – receive a cash compensation of CHF 7.50 per Micronas share, corresponding to the offer price paid in TDKM’s public tender offer. TDKM will not receive any compensation for its Micronas shares but will remain invested in TDK Switzerland.
TDKM holds 100% of the share capital of TDK Switzerland and approximately 94.05% of the outstanding share capital of Micronas (without treasury shares held by Micronas), and has expressed its intention to vote in favor of the approval of the merger.
Following the merger resolutions of the extraordinary Shareholders’ Meetings and the registration of the merger with the Commercial Register the shares of Micronas will be delisted, subject to the approval of the delisting by SIX Swiss Exchange. The exact date of the last trading day and the delisting date will be communicated in time. However, it is expected that the trading of the Micronas shares at SIX Swiss Exchange will be suspended after the registration of the merger with the Commercial Register.
The share buyback program of Micronas which was suspended in connection with TDKM’s public tender offer in December 2015 has been terminated as at September 9, 2016. Since March 3, 2015 1,493,838 Micronas shares have been bought back on the first trading line at SIX Swiss Exchange.
The relevant merger documents, including the merger agreement, the merger report of the companies involved in the merger, the auditors’ report of KPMG AG regarding the merger and relevant financial statements, will be available for inspection by the shareholders during 30 days prior to the extraordinary Shareholders’ Meeting of Micronas. Shareholders of Micronas will receive the invitation to the extraordinary Shareholders’ Meeting, including the notice of inspection rights, in due course.
Micronas, a TDK group company, is the most preferred partner for sensing and control. Micronas 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 contains forward-looking statements, such as projections, forecasts and estimates. Such forward-looking statements are dependent on certain risks and uncertainties which may cause actual results, performance or events to differ materially from those anticipated in this press release. The forward-looking statements contained in this press release are based on Micronas' views and assumptions as of this date and Micronas does not assume any obligation to update or revise this press release. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
This press release does not constitute or form part of an offer to purchase or sell or the solicitation of an offer to purchase or sell any securities in Switzerland, the United States, Japan or any other jurisdiction, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation, sale or purchase would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offering prospectus as referred to in article 652a of the Swiss Code of Obligations, nor is it an offer of securities for sale into the United States. No offering of securities shall be made in the United States except pursuant to registration under the US Securities Act of 1933, or an exemption therefrom.