Meyer Burger acquired 32.38% of the share capital of Roth & Rau AG since publication of the tender offer

Meyer Burger acquired 32.38% of the share capital of Roth & Rau AG since publication of the tender offer


No amendment of the offer priceAdditional acceptance period until 22 June 2011

Together with the participation of 17.7% which was already held at the time of the publication of the offer document, i.e. at 5 May 2011, and further shares which were acquired outside of and parallel to the tender offer, the total participation held by Meyer Burger Technology Ltd in Roth & Rau AG currently amounts to 32.38% (including 3.9% under the condition precedent of the clearance by the antitrust authority of China; a condition that can be waived by Meyer Burger)

The German Federal Cartel Office (Bundeskartellamt) already gave its antitrust clearance for the takeover and the associated merging of the two companies; 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.

The Executive Board and the Supervisory Board of Roth & Rau AG support the offer by Meyer Burger and are convinced that the offer is fair and reasonable for the Roth & Rau shareholders. This view is confirmed in a Fairness Opinion by Credit Suisse, dated 12 May 2011. The Executive Board and the Supervisory Board of Roth & Rau AG each unanimously recommend to the Roth & Rau shareholders to accept the offer. 

“At EUR 22, we offer Roth & Rau shareholders a very attractive offer price. We cannot increase our offer anymore. It will be strategically important for Roth & Rau to be integrated in the strong Meyer Burger Group in future”, said Peter Pauli, Chief Executive Officer of Meyer Burger Technology Ltd. “We continue to pursue our objective to reach the majority in Roth & Rau in the mid-term. However, we are not under time pressure. Shareholders can still use the additional acceptance period until 22 June 2011 to tender their shares at EUR 22. After that time, we will only increase our participation in Roth & Rau, if there are opportunities at lower prices.”

Additional acceptance period

Shareholders of Roth & Rau AG, who have not accepted the offer by Meyer Burger yet, can still tender their shares within the next two weeks, i.e. until 22 June 2011, 12:00 p.m. CEST in accordance with Sec. 5.2 in conjunction with Sec. 11.5 of the offer document.

Documents

The offer document is available in English and German on the website of Meyer Burger Technology Ltd under
http://www.meyerburger.com/en/investor-relations/. The offer document can also be obtained free of charge from
Commerzbank Aktiengesellschaft, ZCM-ECM Execution, DE-60327 Frankfurt am Main (Order via fax to: +49 (0)69 136-44598).

The joint statement of the Executive Board and of the Supervisory Board of Roth & Rau AG (including the Fairness Opinion by Credit Suisse) is available in English and German under http://www.roth-rau.de – Takeover offer Meyer Burger. Copies can also be obtained free of charge from Roth & Rau AG, An der Baumschule 6-8, DE-09337 Hohenstein-Ernstthal.  

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.