TOKYO and ZURICH - TDK Corporation ("TDK", TSE: 6762) and Micronas Semiconductor Holding AG ("Micronas", SIX: MASN) jointly announced today that the two companies have entered into a definitive agreement pursuant to which TDK will launch an all cash public tender offer for all publicly held registered shares of Micronas for CHF 7.50 per share. On a fully diluted equity-value basis, the transaction is valued at approximately CHF 214 million. This represents a 63.0% premium over Micronas' closing share price on December 16, 2015, the trading day immediately preceding the pre-announcement of the offer, and a 69.7% premium to the volume weighted average price during the last 60 trading days prior to pre-announcement of the offer.
TDK is endeavoring to further expand earnings from its five priority businesses in the three priority markets of automobiles, industrial material and ICT.
TDK's strengths in magnetic materials technologies have been broadly applied in its product lineup. In particular, magnetic sensors leveraging magnetic thin-film technologies nurtured in hard disk drive (HDD) magnetic heads are a strategic product line. Demand for the sensors has increased substantially, especially in the fields of automobiles and industrial material among TDK's three priority markets of automobiles, industrial material and ICT. Among these, a sensor that uses a TMR element (TMR sensor), which has entered full-scale mass production this year, offers extremely high precision and is also able to be miniaturized. It has drawn widespread attention from in and outside of Japan as an optimal highly functional sensor, mainly for the automobile industry.
Micronas is a leading supplier of hall-effect sensors for the automotive industry with more than 30 years automotive experience. Micronas today offers the world's broadest range of hall-effect sensors and embedded motor controllers for the automotive and industrial market.
Hall-effect sensors from Micronas are used to detect end-position or to measure linear or angular movements in an extremely wide range of chassis and safety, body and comfort, and powertrain applications in the car. Micronas offers its customers innovative key solutions for their ever more demanding applications. Products from Micronas are known for quality and reliability. These core attributes, together with the commitment to functional safety, excellent logistics and safe supply are making the company a reliable partner for its customers.
This acquisition will further expand TDK's sensor business by combining its magnetic sensor business, with strengths in magnetic materials, and Micronas' products, technologies, and expertise, in particular in hall sensors. By fully harnessing synergies between the two companies, TDK will be able to provide a more detailed response to customers and aims to increase its competitiveness in the global market and to expand its business.
Takehiro Kamigama, President and CEO of TDK Corporation comments: "Thanks to an extensive experience in the automotive industry and considerable human talent within Micronas, we are able to significantly strengthen our magnetics technology capabilities as TDK's core technology and we also intend to develop a new business field".
Shigenao Ishiguro, Senior Vice President Corporate Officer and CEO of Magnetic Heads and Sensors Business Company of TDK comments: "We believe this acquisition is a perfect combination that enables complementarities from production to sales within both companies. TDK aims to be the leading company in the magnetic sensor market".
The Board of Directors of Micronas has unanimously resolved to support the public tender offer by TDK and to recommend that Micronas' shareholders to accept TDK's public tender offer. The Board noted that a combination with TDK has significant strategic, operational and financial advantages for Micronas. Heinrich W. Kreutzer, Chairman of the Board of Directors of Micronas comments: "With the combination of TDK and Micronas we will get access to resources of TDK which will allow us to develop innovative new products combining, in particular, TDK's MR-expertise with Micronas expertise in hall sensors. We are excited to be part of TDK and become TDK's sensor competence center in the future."
The pre-announcement of TDK, which has been published today, contains the main terms and conditions of the public tender offer. Among other offer conditions, the offer is subject to the approval of the competent competition authorities and subject to the condition that at least 67% of Micronas' shares are tendered. The pre-announcement and other offer documents of TDK (the "Offer Documents") will be available at http://www.global.tdk.com/news_center/press/document.htm. The transaction agreement sets forth TDK's and Micronas' rights and obligations with regard to TDK's public tender offer. A summary of the material terms and conditions of the transaction agreement will be part of TDK's offer prospectus, which is expected to be published on or about December 22, 2015 and which will be available, together with other Offer Documents as required by law at http://www.global.tdk.com/news_center/press/document.htm. The offer period is expected to commence on or about January 12, 2016 and to end on or about February 10, 2016. The transaction is expected to be completed in early March 2016. Subject to settlement and certain transitional arrangements, the members of the Board of Directors of Micronas are expected to tender their resignation.
Micronas' earnings release for the financial year 2015 scheduled for February 25, 2016, and the 2016 annual general meeting of shareholders scheduled for March 30, 2016 are expected to be postponed until the settlement of the offer. Further details will be announced in due course.
Lazard is acting as financial advisor to Micronas, UBS is acting as financial advisor to TDK and as offer manager in the context of the public tender offer.
Contact for media
Corporate Communications Group
Phone: +81 3 6852 7102
Email: [email protected]
Micronas Semiconductor Holding AG
Phone: +41 44 445 39 60
Email: [email protected]
About TDK Corporation
TDK Corporation is a leading electronics company based in Tokyo, Japan. It was established in 1935 to commercialize ferrite, a key material in electronic and magnetic products. TDK's portfolio* includes electronic components, modules and systems marketed under the product brands TDK and EPCOS, power supplies, magnetic application products as well as energy devices, flash memory application devices, and others. TDK focuses on demanding markets in the areas of information and communication technology and consumer, automotive and industrial electronics. The company has a network of design and manufacturing locations and sales offices in Asia, Europe, and in North and South America. In fiscal 2015 (as per 31 March), TDK posted total sales of US$9.0 billion and employed about 88,000 people worldwide. For more information, please visit www.global.tdk.com.
* The product portfolio includes ceramic, aluminum electrolytic and film capacitors, ferrites, inductors, high-frequency components such as surface acoustic wave (SAW) filter products and modules, piezo and protection components, and sensors.
About Micronas Semiconductor Holding AG
Micronas (SIX Swiss Exchange: MASN), the most preferred partner for sensing and control, serves all major automotive electronics customers worldwide, many of them in long-term partnerships for lasting success. While the holding company is headquartered in Zurich (Switzerland), operational headquarters are based in Freiburg (Germany). Currently, the Micronas Group employs around 900 people.
Note for financial analysts and journalists
A telephone conference call in ENGLISH will take place on Thursday, December 17, 2015, at 2 p.m. CET. Dial in on: +41 44 583 18 01. The respective presentation will be available at 12 a.m. at: www.micronas.com.
Forward Looking Information
This media release contains statements that are, or may be deemed to be, forward-looking statements. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the words "aims", "believes", "estimates", "anticipates", "expects", "intends", "may", "will", "plans", "continue" or "should" or similar terminology. These forward-looking statements include matters that are not historical facts or which may not otherwise be provable by reference to past events. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events, and/or depend on circumstances that may or may not occur in the future.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, registered shares of Micronas Semiconductor Holding AG, Zurich ("Micronas" and the registered shares of Micronas the "Micronas Shares") or any other securities. Shareholders of Micronas are urged read the offer documents pertaining to the public tender offer (the "Offer") by TDK Corporation or one of its affiliates (TDK), which are available at
The Offer described in the offer documents will not be made, directly or indirectly, in any country or jurisdiction in which the Offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require TDK or any of its subsidiaries to change or amend the terms or conditions of the Offer in any manner, to make any additional filing with any governmental or regulatory authority or take any additional action in relation to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Documents relating to the Offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction. Any such documents must not be used for the purpose of soliciting the purchase of any securities of Micronas by any person or entity resident or incorporated in any such country or jurisdiction.
Notice to U.S. Holders
The Offer described in the offer documents will be made for registered shares of Micronas, a Swiss company whose shares are listed on the SIX Swiss Exchange ("SIX"), and is subject to Swiss disclosure and procedural requirements, which are different from those of the United States ("U.S."). The Offer will be made in the U.S. pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), subject to the exemptions provided by Rule 14d-1(d) under the U.S. Exchange Act, and otherwise in accordance with the requirements of Swiss law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws. U.S. holders of Micronas Shares are encouraged to consult with their own Swiss advisors regarding the Offer.
According to the laws of Switzerland, Micronas Shares tendered into the Offer may generally not be withdrawn after they are tendered except under certain circumstances, in particular in case a competing offer for the Micronas Shares is launched.
In accordance with the laws of Switzerland and subject to applicable regulatory requirements, TDK or their nominees or brokers (acting as agents for TDK) may from time to time after the date hereof, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase, Micronas Shares or any securities that are convertible into, exchangeable for or exercisable for Micronas Shares. These purchases, or arrangements to purchase, may occur either in the open market at prevailing prices or in private transactions at negotiated prices and shall comply with applicable laws and regulations in Switzerland and applicable U.S. securities laws. Any such purchases will not be made at prices higher than the Offer price or on terms more favorable than those offered pursuant to the Offer unless the Offer price is increased accordingly. Any information about such purchases or arrangements to purchase will be publicly disclosed in the U.S. on www.global.tdk.com/news_center/press/document.htm to the extent that such information is made public in accordance with the applicable laws and regulations of Switzerland. In addition, the financial advisors to TDK and Micronas may also engage in ordinary course trading activities in securities of Micronas, which may include purchases or arrangements to purchase such securities.
It may be difficult for U.S. holders to enforce their rights and any claim arising out of U.S. securities laws, since each of TDK and Micronas is located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders may not be able to sue a non-U.S. company or its officers or directors in a U.S. or non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.
The receipt of cash pursuant to the Offer by a U.S. holder of Micronas Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local laws, as well as foreign and other tax laws. Each shareholder of Micronas is urged to consult his or her independent professional advisor immediately regarding the tax consequences of an acceptance of the Offer.
Neither the U.S. Securities and Exchange Commission nor any securities commission of any State of the U.S. has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in the offer prospectus that will be published. Any representation to the contrary is a criminal offence in the U.S.
American Depositary Shares and American Depositary Receipts
TDK is aware that there is an "unsponsored" American Depositary Receipt Program concerning Micronas Shares. The Offer described in the offer documents will not be made for American Depositary Shares representing Micronas Shares ("ADSs"), nor for American Depositary Receipts evidencing such ADSs ("ADRs"). However, the Offer will be made for the Micronas Shares that are represented by the ADSs. Holders of ADSs and ADRs are encouraged to consult with the depositary regarding the tender of Micronas Shares that are represented by ADSs. TDK is unaware of whether the depositary will make arrangements to tender the underlying Micronas Shares into the Offer on behalf of holders of ADSs or ADRs.
Holders of ADSs may present their ADSs to the depositary for cancellation and (upon compliance with the terms of the deposit agreements relating to the "unsponsored" American Depositary Receipt Program concerning Micronas Shares, including payment of the depositary's fees and any applicable transfer fees, taxes and governmental charges) delivery of Micronas Shares to them, in order to become shareholders of Micronas. The Offer may then be accepted in accordance with its terms for the Micronas Shares delivered to holders of ADSs upon such cancellation. Holders of ADSs should be aware, however, that in order to tender in this manner, they may need to have an account in Switzerland into which the Micronas Shares can be delivered.
The communication about the Offer described in the offer documents, including this communication, is directed only at persons in the United Kingdom (U.K.) who (i) have professional experience in matters relating to investments, (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
Australia and Japan
The Offer described in the offer documents is not being addressed to shareholders of Micronas whose place of residence, seat or habitual abode is in Australia or Japan, and such shareholders may not accept the Offer.