MBT Systems GmbH, Langenfeld, a subsidiary of Meyer Burger Technology Ltd, Baar, Switzerland (SIX Swiss Exchange: MBTN), informed the management board of Roth & Rau AG that they intend to conclude a control and/or profit transfer agreement with Roth & Rau AG. Furthermore, MBT Systems GmbH invited the management board of Roth & Rau AG for negotiations so that the necessary measures for the conclusion of the control and/or profit transfer agreement can be discussed.
As of the conclusion of the voluntary public tender offer of MBT Systems GmbH to the shareholders of Roth & Rau AG, Meyer Burger Technology Ltd holds through MBT Systems GmbH over 75% of the voting rights of the current voting share capital of Roth & Rau AG. Thus, the management board of Roth & Rau AG confirmed that they will expedite the negotiations with MBT Systems GmbH regarding the control and/or profit agreement in the upcoming days. The amount of the appropriate equalisation according to § 304 para. 1 of the German Stock Corporation Act (AktG), for the outside shareholders and the appropriate compensation according to § 305 para. 1 AktG, should in particular be determined and agreed upon in the upcoming weeks.
The planned control and/or profit agreement requires the approval of a shareholders' meeting of Roth & Rau AG. MBT Systems GmbH assumes that an extraordinary shareholders' meeting, at which the approval of the control and/or profit agreement should be decided upon, could take place by the end of this year. This will be reviewed by the management board of Roth & Rau AG.
Furthermore, MBT Systems GmbH has informed the management board of Roth & Rau AG that, after reaching the respective threshold, they intend to initiate proceedings to exclude the minority shareholders of Roth & Rau AG (squeeze-out).
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 optoelectronic industries. Highly efficient wafers made from silicon, sapphire and 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 production processes, machines and systems that are used for the production of ultra-thin, high quality wafers, for the inspection and measurement of solar cells, for laminating, soldering and testing of solar module and for building-integrated solar systems. With the acquisition of Roth & Rau AG, with its cutting-edge products and technologies for the next generation of crystalline silicon solar cells, Meyer Burger Group is further expanding its market leadership along the entire photovoltaics value chain. The merger of the two companies creates a full-line system provider which covers the most important technology elements in the photovoltaics value chain, from crystalline silicon to complete solar systems, specifically in the production processes of wafering, solar cells and solar modules. The Group’s comprehensive range of products includes a worldwide service network with wear and tear parts, consumables, re-grooving services, process know-how, customer support, after-sales services, training and other services. As a globally active company, Meyer Burger Group is represented in Europe, Asia and North America in the respective key markets and has over 2,500 employees since the Group’s expansion in August 2011.
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 Wire 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. The recently integrated Roth & Rau Group has its headquarters in Hohenstein-Ernstthal in Germany and has subsidiaries in Germany, Italy, the Netherlands, USA and various far Eastern countries. The entire Meyer Burger Group has 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).
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This press release may contain “forward-looking statements”, 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 press release are based on data available to Meyer Burger Technology Ltd as of the date that this press release is published. The Company does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.
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