Meyer Burger publishes offer document in conjunction with the voluntary public tender offer of Roth & Rau AG at a price of EUR 22 per share
Approval by the German Federal Financial Supervisory Authority (FFSA) receivedOffer price of EUR 22 per share corresponds to a premium of 40% compared with the three-months average share price prior to the announcement of the decision to launch a takeover offerAcceptance period starts on 5 May 2011 and ends on 3 June 2011, 24:00 hours CEST
The three-months average share price of Roth & Rau, officially calculated by the Federal Financial Supervisory Authority for the record date 10 April 2011, amounts to EUR 15.71. The offer price of EUR 22 therefore represents a premium of 40.04% above the average share price of Roth & Rau shares at that record date.
As recorded in the offer document, shareholders of Roth & Rau AG can declare acceptance of the offer by Meyer Burger for their shares from 5 May 2011 until 3 June 2011 (24:00 hours CEST). Declaration of the acceptance shall be made in writing by the shareholder to his/her custodian bank.
Through the takeover, Meyer Burger Group will strengthen its offerings in the solar cell process and combine the most important technology steps within the value chain of photovoltaics, mainly in the production processes of wafering, solar cells and solar modules. Meyer Burger Technology Ltd currently holds a participation of 17.7% (including 3.9% under the condition precedent of clearance by antitrust authorities) in Roth & Rau AG. The Executive Board and the Board of Directors of Roth & Rau AG support the attractive offer of Meyer Burger.
Peter Pauli, Chief Executive Officer of Meyer Burger Technology Ltd, comments: “At EUR 22, we offer a most attractive takeover price to the shareholders of Roth & Rau AG. The new combined group will play a crucial role in further reducing the costs along the value chain in photovoltaics. We thereby create strong added value for the entire solar industry.”
The offer document is available on the internet under http://www.meyerburger.com/en/investor-relations on the website of Meyer Burger Technology Ltd in German and English with immediate effect. It can also be obtained free of charge from Commerzbank Aktiengesellschaft, ZCM-ECM Execution, Mainzer Landstrasse 153, DE-60327 Frankfurt am Main (Order via fax to: +49 (0)69 136-44598).
For further information please contact:
Werner Buchholz
Head of Corporate Communications
Tel +41 (0) 33 439 05 06
w.buchholz@meyerburger.ch
About Meyer Burger Technology Ltd
www.meyerburger.com
Meyer Burger is one of the world’s leading providers of innovative systems and production lines for photovoltaics in the solar industry, and for the semiconductor and optics industries. Highly efficient 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 encompass a broad range of machines, production processes and systems that are used for the production of high quality wafers, for the inspection and measurement of solar cells, for laminating, soldering and testing of solar modules and for building-integrated solar systems. Meyer Burger Group covers the most important technology steps in the value chain of photovoltaics with its products and solutions portfolio. The Group’s comprehensive range of products includes 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 and has over 1,200 employees as of year-end 2010.
Meyer Burger has its headquarters and the production facility of MB Wafertec (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 production facilities in Germany. Diamond Materials Tech, Inc. has its headquarters in Colorado Springs, CO, USA. The production facilities of 3S Modultec, 3S Photovoltaics and Pasan are also located in Switzerland, while Somont is located in Germany. Meyer Burger Group has also subsidiaries and own service centres in Germany, Norway, Spain, USA, China, Japan, Singapore, South Korea, Taiwan and India. In other important markets, the company relies on selected independent agents. The registered shares of Meyer Burger Technology Ltd are listed on SIX Swiss Exchange (Ticker: MBTN).
About Roth & Rau AG
www.roth-rau.com
Roth & Rau AG, based in Hohenstein-Ernstthal, has been one of the world’s leading suppliers of production equipment and innovative production technologies for the photovoltaics industry for more than 10 years. In its photovoltaics segment, Roth & Rau focuses on providing antireflective coating systems and turnkey production lines for use in the manufacture of crystalline silicon solar cells. Further products include thermal processing systems also used in the manufacture of crystalline silicon solar cells, as well as coating systems and turnkey production lines for the manufacture of thin film solar modules. Roth & Rau MicroSystems, a subsidiary located in the Wüstenbrand district, develops and produces process systems for plasma and ion beam enhanced thin film and surface processing methods tailored to customers’ specific needs. The customers served by this division particularly include companies in the semiconductor industry, R&D departments in various other industrial sectors, research institutes and universities. The portfolio of the Roth & Rau Group is supplemented by software products in the field of systems management, production monitoring and maintenance and service offerings. Roth & Rau Group employed over 1,200 people as of year-end 2010 and has subsidiaries in Germany, Italy, Netherlands, Switzerland, USA, China, India, Korea, Singapore, Malaysia and Australia. The bearer shares are listed at the German Stock Exchange (Ticker: R8R).
THIS ANNOUNCEMENT 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 ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR, EXCHANGE OR PURCHASE ANY SECURITIES. IN ADDITION, THE SECURITIES OF MEYER BURGER TECHNOLOGY LTD HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, 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.
This announcement is for information purposes only and constitutes neither an offer to purchase or sell, nor a solicitation of an offer to purchase or sell, shares in Meyer Burger Technology Ltd and/or Roth & Rau Ltd. The final conditions and further provisions regarding the public tender offer mentioned in this announcement are set forth in the offer document.
This announcement may contain “forward-looking statements” relating to Meyer Burger Technology Ltd and/or Roth & Rau Ltd., such as guidance, expectations, plans, intentions, or strategies regarding the future. These forward-looking statements are subject to risks and uncertainties. The reader is cautioned that actual future results may differ from those expressed in or implied by the statements, which constitute projections of possible developments. All forward-looking statements included in this announcement are based on data available to Meyer Burger Technology Ltd as of the date that this announcement is published. The Company does not undertake any obligation to update any forward-looking statements contained in this announcement as a result of new information, future events or otherwise.
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