Meyer Burger Technology Ltd – Extraordinary Meeting of Shareholders approves merger with 3S Industries Ltd – Approves all motions by the Board of Directors
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
The Extraordinary Meeting of Shareholders of Meyer Burger Technology Ltd (SIX Swiss Exchange: MBTN), held in Berne on 14 January 2010, approved all proposals by the Board of Directors. In total, 986,178 registered shares were represented, corresponding to approx. 30.73 % of the share capital. 298 shareholders personally attended the Meeting and represented 311,422 registered shares. 674,756 registered shares were represented either by the Company proxy, the independent proxy or by third parties.
Approval of merger with 3S Industries Ltd
The Extraordinary Meeting of Shareholders of Meyer Burger Technology Ltd approved the merger between the Company and 3S Industries Ltd and the merger agreement dated 8 December 2009.
The Extraordinary Meeting of Shareholders of 3S Industries Ltd, also held on 14 January 2010, fully approved in its own Meeting the merger with Meyer Burger Technology Ltd.
Merger with 3S Industries Ltd
The Meeting of Shareholders also approved various motions in conjunction with the proposed merger:
Share split in a proportion of 1:10 by splitting the nominal value of the previous registered shares of Meyer Burger Technology Ltd of CHF 0.50 each to 10 registered shares of CHF 0.05 each. The ordinary share capital (registered in the commercial register) directly after the split consists of 32,090,650 registered shares with a nominal value of CHF 0.05 each.
The corresponding changes to the wordings of Art. 3 (share capital), Art. 3a section 1 (authorised capital), Art. 3b and Art. 3c section 1 (conditional capital) of the Articles of Association were also approved.
Increase of the share capital of CHF 1,604,532.50 by a maximum of CHF 653,137.45 to a maximum of CHF 2,257,669.95. Accordingly, the Board of Directors has executed the capital increase and issued 12,504,624 new registered shares with a nominal value of CHF 0.05 each, whereby the pre-emptive rights of the previous shareholders are excluded. These 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.
The Meeting of Shareholders acknowledged that the previous members of the Board of Directors, Peter Pauli and Prof. Dr. Eicke Weber, resigned from the Board. Both had agreed to step down from their responsibilities as Board members, under the condition that the merger with 3S Industries Ltd be approved. The Extraordinary Meeting of Shareholders newly elected Messrs. Rudolf Samuel Güdel, Prof. Dr. Konrad Wegener and Rolf Wägli (all of them were previous Board members of 3S Industries Ltd) as members of the Board of Directors of Meyer Burger Technology Ltd.
It is planned that the first day of trading of the split shares of the merged company with a nominal value of CHF 0.05 each will be Monday, 18 January 2010. Existing shareholders of 3S Industries Ltd do not have to take action, as their 3S shares will be automatically exchanged into newly issued shares of Meyer Burger Technology Ltd in accordance with the agreed exchange ratio. The registered shares of Meyer Burger Technology Ltd remain listed on SIX Swiss Exchange and the ticker symbol remains unchanged MBTN. The new ISIN number of MBTN registered shares with its new nominal value of CHF 0.05 each will be CH0108503795 (new Swiss security number: 10 850 379).
The Executive Board of the new Meyer Burger Technology Group has been confirmed by the Board of Directors and consists of Peter Pauli (Chief Executive Officer), Dr. Patrick Hofer-Noser (Chief Technology Officer and Deputy CEO), Michel Hirschi (Chief Financial Officer) and Sylvère Leu (Chief Operating Officer).
Further information:
Werner Buchholz
Head of Corporate Communications
Tel +41 (0) 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).
About 3S Industries Ltd
www.3-s.com
The solar group 3S, comprising its holding company 3S Industries and its subsidiaries Somont, 3S Swiss Solar Systems and Pasan, is the world market leader in manufacturing equipment for the production of solar modules. The group covers the entire value chain for solar module production and combines the key technologies of soldering, laminating and testing under one roof. Production equipment from the solar group guarantees stable, reliable processes, high throughput levels and optimum product quality with low wastage and the highest possible availability.
Manufacturers worldwide make use of the String soldering machines from Somont, the laminating lines from 3S Swiss Solar Systems and the testing technology from Pasan, to produce solar modules whose performance, operating life, quality and energy yield meet the most exacting demands. The range encompasses individual machines as well as turnkey production lines with varying degrees of automation. 3S Swiss Solar Systems also develops and produces progressive building-integrated solar systems for roofs, façades and sun protection solutions, and applies its comprehensive know-how in this regard to photovoltaics and production technology.
The headquarters of 3S Industries and the production facilities of 3S Swiss Solar Systems are located in Switzerland. The headquarters and production facilities of Pasan are likewise in Switzerland, while Somont is located in Germany. The solar group also has subsidiaries in the US, Asia and Spain. 3S Industries recorded net sales of CHF 102 million in fiscal year 2008 and employed 323 people worldwide as at mid-2009.
THIS PRESS RELEASE CONSTITUTES NEITHER AN OFFER TO SELL NOR A SOLICITATION TO BUY ANY SECURITIES AND IT DOES NOT CONSTITUTE AN OFFERING PROSPECTUS WITHIN THE MEANING OF ARTICLE 652A OF THE SWISS CODE OF OBLIGATIONS OR A LISTING PROSPECTUS WITHIN THE MEANING OF THE LISTING RULES OF SIX SWISS EXCHANGE AG. 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.
THE INFORMATION CONTAINED IN THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES TO THE PUBLIC IN THE UNITED KINGDOM WITHIN THE MEANING OF THE PUBLIC OFFERS OF SECURITIES REGULATIONS 1995. NO PROSPECTUS OFFERING SECURITIES TO THE PUBLIC WILL BE PUBLISHED IN THE UNITED KINGDOM. PERSONS RECEIVING THIS PRESS RELEASE IN THE UNITED KINGDOM SHOULD NOT RELY ON IT OR ACT ON IT IN ANY WAY.
IN ADDITION, THIS PRESS RELEASE IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN OR INTO AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION, AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS.
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.
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