Successful public takeover of Roth & Rau AGMeyer Burger acquired 81.89% of the share capital of Roth & Rau AG since publication of the tender offer
Meyer Burger Technology Ltd [Ticker: MBTN] published today that within the additional acceptance period the voluntary public tender offer of Meyer Burger to the shareholders of Roth & Rau AG at an offer price of EUR 22 per share, which ended on 22 June 2011, 12:00 p.m., was accepted for a total of 6,217,387 shares. This corresponds to 38.36% of the share capital and voting rights of Roth & Rau AG.
Together with the shares, which were tendered within the acceptance period (14.59%) and the participation of 17.79% (including 3.94% under the condition precedent of the clearance by the antitrust authority of China; a condition that can be waived by Meyer Burger), which was already held at the end of the acceptance period, as well as further shares, which were acquired outside of the tender offer, the total participation of Meyer Burger Technology Ltd in the share capital and voting rights of Roth & Rau AG currently amounts to 81.89%.
The German Federal Cartel Office (Bundeskartellamt) already gave its antitrust clearance for the takeover and the associated merging of the two companies in May 2011; the clearance by the antitrust authorities in China is currently outstanding. After approval by the Chinese antitrust authorities, the settlement of the public tender offer and the payment of the offer price in accordance with Sec. 11.4 of the offer document will be effected.
“We are pleased that the majority of the shareholders of Roth & Rau AG have accepted our tender offer. With a participation of almost 82%, we have reached our objective. We are very satisfied with this excellent result. We will initiate a consolidation and integration process as soon as the approval by the Chinese antitrust authorities is received”, said Peter Pauli, Chief Executive Officer of Meyer Burger Technology Ltd.
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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