With regard to extraordinary shareholders' meeting, which will be held in connection with the merger, the board of directors of Meyer Burger Technology Ltd. (SIX Swiss Exchange: MBTN) will submit the following agenda and motions to the shareholders:
1. Merger between Meyer Burger Technology Ltd. und 3S Industries Ltd.
Motion of the Board of Directors: Approval of the merger of Meyer Burger Technology Ltd. (as absorbing company) and 3S Industries Ltd. (as transferring company) according to the merger agreement dated 8 December 2009 and the corresponding merger balance sheet and approval of the merger agreement dated 8 December 2009.
The validity of the resolution regarding the merger is conditional upon the approval of the motions of the Board of Directors regarding the agenda items 2.1, 2.2 und 3.
2. Amendment of Articles of Association
2.1 Conduct a share split in a proportion of 1:10 by splitting the nominal value of the previous registered shares of CHF 0.50 each to 10 registered shares with nominal value of CHF 0.05 each
Motion of the Board of Directors: Share split in a proportion of 1:10 by splitting the nominal value of the previous registered shares of CHF 0.50 each to 10 registered shares of CHF 0.05 each and change of Art. 3, Art. 3a section 1, Art. 3b and Art. 3c section 1 as follows (unofficial translation of the German original text):
"Art. 3: Share Capital
The share capital of the Company amounts to CHF 1,594,595 and is divided into 31,891,900 registered shares with a nominal value of CHF 0.05 each. All of the shares are fully paid-in."
"Art. 3a: Authorised Capital
The Board of Directors is authorised, at any time until 8 May 2010, to increase the share capital by a maximum aggregate amount of CHF 188,500 through the issuance of a maximum of 3,770,000 registered shares, which shall be fully paid-in, with a nominal value of CHF 0.05 each."
Art. 3a section 2 and 3 remain unchanged.
"Art. 3b: Conditional Capital
The share capital shall be increased by a maximum aggregate amount of CHF 213,625 through the issuance of a maximum of 4,272,500 registered shares, which shall be fully paid-in, with a nominal value of CHF 0.05 each, through the exercise of option rights which are granted to the employees and members of the Board of Directors of the Company or of group companies according to a plan to be prepared by the Board of Directors. Pre-emptive rights of shareholders are excluded. The newly issued shares shall be subject to the registration restrictions contained in Article 4 of the Articles of Association.”
"Art. 3c: Conditional Capital
The share capital shall be increased by a maximum aggregate amount of CHF 150,000 through the issuance of a maximum of 3,000,000 registered shares, which shall be fully paid-in, with a nominal value of CHF 0.05 each, through the exercise of conversion and/or option rights which shall be granted in connection with convertible or option bonds or other financial instruments of the corporation or of group companies. Pre-emptive rights of shareholders are excluded.”
Art. 3c sections 2-5 remain unchanged.
The validity of this resolution is conditional upon the approval of the motions of the Board of Directors regarding agenda items 1, 2.2 and 3.
2.2 Increase of the share capital of CHF 1,594,595 by a maximum amount of CHF 653,138 to a maximum amount of CHF 2,247,733
Upon approval of the merger and of the merger agreement with 3S Industries Ltd. the previous shareholders of 3S Industries Ltd. shall be allocated shares of Meyer Burger Technology Ltd. These shares will be created by means of an increase of the share capital of Meyer Burger Technology Ltd., whereby pre-emptive rights of the previous shareholders are excluded. The newly issued shares will be used exclusively for the exchange of the existing shares in 3S Industries Ltd. in accordance with the exchange ratio defined in the merger agreement under section 4.1.
Motion of the Board of Directors: Increase of the share capital as of the completion date of the merger from CHF 1,594,595 by a maximum amount of CHF 653,138 to a maximum amount of 2,247,733 by issuance of a maximum of 13'062'749 shares with nominal value of CHF 0.05 each. Pre-emptive rights of the previous shareholders are excluded. The newly issued shares will be used exclusively for the exchange of previous shares in 3S Industries Ltd. in accordance with the exchange ratio defined in the merger agreement under section 4.1. The amount of the capital increase will be paid-in by the surplus in assets resulting from the transfer of all assets and liabilities of 3S Industries Ltd. to Meyer Burger Technology Ltd. The newly issued registered shares are subject to the registration restrictions contained in Article 4 of the Articles of Association of Meyer Burger Technology Ltd. All of the shares issued in conjunction with this capital increase are entitled to dividends for the entire fiscal year 2010 starting from the completion date of the merger. The validity of this resolution is conditional upon the approval of the motions of the Board of Directors regarding agenda items 1, 2.1 and 3.
3. Elections and resignations
The Board of Directors asks shareholders to acknowledge that the previous members of the Board of Directors, Peter Pauli and Prof. Eicke Weber have resigned from the Board, under the condition that the shareholders’ meeting of Meyer Burger Technology Ltd and the shareholders’ meeting of 3S Industries Ltd approve the merger.
The Board of Directors proposes the elections of Rudolf Samuel Güdel, Konrad Wegener and Rolf Wägli as members of the Board of Directors under the condition that the motions of the Board of Directors regarding agenda items 1, 2.1 and 2.2 shall be approved.
The elections of Rudolf Samuel Güdel, Konrad Wegener and Rolf Wägli are conditional upon the approval of the motions of the Board of Directors regarding agenda items 1, 2.1 and 2.2.
With regard to the merger with 3S Industries Ltd, Lyss, as announced on 9 December 2009, and in compliance with the provisions of the Swiss Merger Act, Meyer Burger Technology Ltd (SIX Swiss Exchange: MBTN) has prepared statutory interim financial statements as per 30 December 2009. The statutory interim financial statements will be published today, 10 December 2009.
Important dates 2009
10 December 2009:
Publication of statutory interim statements as per 30 September 2009
10 /14 December 2009:
Distribution/publication of invitations to the extraordinary shareholders' meeting on 14 January 2010
The documents referred to above can be downloaded under:
http://www.meyerburger.ch/en/investor-relations/annual-general-meeting/
For further information, please contact:
Werner Buchholz, Corporate Communications
+41 33 439 05 06, w.buchholz@meyerburger.ch
About Meyer Burger Technology Ltd
www.meyerburger.ch
Meyer Burger is a leading and globally active technology group for innovative systems and processes for cutting and handling crystalline and other hiogh-grade materials.
The machines, competences and technologies of the different companies within the group are used in the solar industry (photovoltaics), semiconductor and optical industry. The thinnest wafers made from silicon, sapphire or other crystals are required in these three markets to manufacture solar modules, switching circuits or high-performance LEDs. The group’s core competences are made up of a whole range of production processes, machines and systems that are used within the value chain in the manufacture of high quality wafers. The comprehensive range of products is complemented by a worldwide service network with wear and tear parts, consumables, re-grooving services, process know-how, servicing, after-sales service, training and other services. As a globally active company, the group is represented in Europe, Asia and North America in the respective key markets.
Meyer Burger has its headquarters and the production facility of Meyer Burger Ltd in Switzerland, while the group companies, Meyer Burger Automation GmbH, Hennecke Systems GmbH and AMB Apparate + Maschinenbau GmbH have their headquarters and produciton facilities in Germany. Diamond Wire Technologies Inc. has its headquarter in Colorado Springs, CO, USA. The group has also subsidiaries and own service centres in Germany, Norway, China and Japan, which all are represented by its own staff on-site. In Taiwan and the USA Meyer Burger works with independent sales and service partners that are part of Meyer Burger’s global service network. In other important markets, the company relies on selected independent agents. Meyer Burger achieved net sales of CHF 455 million in fiscal year 2008 and employed more than 630 staff worldwide as of mid-2009.
The registered shares of Meyer Burger Technology Ltd are listed on the SIX Swiss Exchange (Ticker: MBTN).
This media release contains statements that constitute “forward-looking statements” relating to Meyer Burger Technology Ltd and 3S Industries Ltd which are subject to risks and uncertainties. Future events can differ from these forward-looking statements. The forward-looking statements contain projections of possible developments. All of these statements are based only on data available to Meyer Burger and 3S Industries at the time of publication of this media release. Both companies do not undertake any obligation to update any forward-looking statements as a result of new information, future events or otherwise.
THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED TO U.S. PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR, EXCHAANGE OR PURCHASE ANY SECURITIES. IN ADDITION, THE SECURITIES OF MEYER BURGER TECHNOLOGY LTD AND 3S INDUSTRIES LTD HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.
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