Following its announcement to launch a public takeover offer to all shareholders of Augusta Technologie AG (WKN: ABE1) (“Augusta“), on 3 April 2012, TKH Group N.V. (NYSE Euronext Amsterdam, AMS: TWEKA - ”TKH“) has decided to increase the offer price from EUR 21 to EUR 23 per share of Augusta. TKH has obtained binding commitments of additional key shareholders to tender their shares exclusively into the TKH offer and has now secured more than 40 % of the outstanding shares (excl. treasury shares).
Both the management board and the supervisory board of Augusta consider the improved terms of the proposed offer as attractive to the shareholders and have agreed to support TKH’s offer.
The close to 10% increase leads to a total offer amount of approx. EUR 176 million for all outstanding shares. It represents a premium of approx. 28% compared to the closing price of EUR 17.93 per Augusta share (XETRA) on 3 April 2012 and of approx. 40% compared to the weighted 3-months average of the Augusta share price per 2 April 2012.
Alexander van der Lof, CEO of TKH: “Through the increase of the offer price, we obtained full support of the management board and the supervisory board of Augusta. The additional shares to be tendered exclusively in our offer increases transaction certainty for all stakeholders. We are confident to swiftly complete the transaction and to create one of the leading platforms in the vision technology industry."
Amnon Harman, CEO of Augusta: “We view the improved offer terms as attractive for the company and its shareholders from both a strategic and price perspective. We also appreciate the increased certainty for this transaction due to the higher level of irrevocably committed shares.”
Through this transaction, TKH and Augusta will be able to build one of the leading vision technology groups which strongly focuses on vertical markets such as intelligent traffic solutions, medical applications and industrial inspection. TKH and Augusta will further explore network opportunities of Augusta's non-vision business activities within TKH. The geographic complementarity of TKH and Augusta provides stronger access to major American and Asian markets, in addition to the European presence.
The final terms and conditions of the offer will be published in the offer document after its approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin).
This notification is neither an offer to purchase nor a solicitation of an offer to sell shares. The final terms and conditions of the offer will be published in the offer document after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) to publish the document has been obtained. To the extent legally permissible, TKH reserves the right to change the terms and conditions of the offer. Shareholders of Augusta are strongly advised to read the offer document, as well as all other relevant documents regarding the offer at their earliest convenience after they are published, as these will contain important information.
Forward looking statements
This announcement includes certain "forward-looking" statements. These statements are based on the current expectations of TKH and are naturally subject to uncertainty and changes in circumstances. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar impact.