TKH Technologie Deutschland AG, an indirect 100-percent subsidiary of TKH Group N.V. (NYSE Euronext Amsterdam, AMS: TWEKA - “TKH”), today published, after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin), the offer document for the voluntary public takeover offer to all shareholders of Augusta Technologie AG (ISIN DE000A0D6612/WKN A0D 661 - “Augusta”). The takeover offer is made by way of a cash offer of EUR 23 per bearer share and is addressed to all shareholders of Augusta. The acceptance period commences with the publication of the offer document today and generally ends on 8 June 2012, midnight CEST.
The offer price equates to a premium of approx. 28% compared to the XETRA-closing price of EUR 17.93 per Augusta share on 3 April 2012, the day the Takeover Offer was announced, and of approx. 40% compared to the weighted 3-months average of the Augusta share price as at 2 April 2012.
The takeover offer is subject tothe conditions of a minimum acceptance level of 75% in respect of all shares issued by Augusta as at the expiry of the acceptance period minus all treasury shares of Augusta and merger clearance as well as certain other offer conditions as set forth in the offer document.
TKH has entered into firm and unconditional irrevocable undertakings with certain key Augusta shareholders to tender their shares exclusively into the TKH offer and thereby has secured more than 40% of the outstanding Augusta shares (excl. treasury shares).
Alexander van der Lof, CEO of TKH, said: “Through this transaction, TKH and Augusta will be able to build one of the leading vision technology groups, with a strong focus on vertical markets such as intelligent traffic solutions, medical applications and industrial inspection. The attractive offer price allows shareholders to exit the relatively illiquid share with a substantial premium. We are confident that in addition to the already irrevocably committed shares, many Augusta shareholders will accept the offer described in the offer document published today.”
The combination with the TKH Group enables the Augusta Group to accelerate its vision strategy. The two companies are also an excellent geographical fit, which would provide stronger access to major American and Asian markets, in addition to the European presence. TKH and Augusta will further explore network opportunities of Augusta's non-vision business activities within TKH.
Both the management board and the supervisory board of Augusta therefore regard the takeover offer as strategically beneficial and the offer price as very attractive to the Augusta shareholders. Against this backdrop TKH and Augusta have entered into a transaction agreement, which sets forth the main pillars of the transaction.
The offer document, in which the details of the voluntary public tender offer are presented, has been published online at www.tkhgroup.com in German and as a non-binding English translation. In addition, printed copies of the offer document and its non-binding English translation are available to Augusta shareholders free of charge at Commerzbank AG, ZCM-ECM Execution, Mainzer Landstraße 153, 60327 Frankfurt am Main, fax +49 69 13644598.