TDK Germany GmbH
TDK Germany GmbH: TDK receives EU approval for the takeover of EPCOS
TDK Germany GmbH / Miscellaneous Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer / publisher is solely responsible for the content of this announcement. ---------------------------------------------------------------------- TDK receives EU approval for the takeover of EPCOS - Important milestone reached - Transaction also cleared in the United States and in Taiwan September 16, 2008 Tokyo and Düsseldorf – TDK Corporation ('TDK') (TSE:6762, NYSE and LSE:TDK) has reached an important milestone in its planned public takeover of EPCOS AG ('EPCOS') (EPCGn.DE). The European Commission announced on September 15, 2008 that it has approved the acquisition without any restrictions. The transaction has also been cleared by the relevant authorities in the United States and in Taiwan. TDK is confident to also receive antitrust clearance in Turkey and expects to close the offer during October, as previously announced. TDK had published the offer document for the voluntary public takeover offer on August 25, 2008 and offers all shareholders of EPCOS EUR 17.85 in cash per share. This represents a 49 percent premium over the three-month average share price as determined by BaFin prior to the date of the announcement (EUR 11.94). The offer is subject to certain terms and conditions which include a minimum acceptance threshold of 50 percent plus one share on a diluted basis. The management board and supervisory board of EPCOS have expressed their full support for TDK’s offer and recommend accepting the offer as it meets the interests of EPCOS, its customers, shareholders and employees. Under the terms of the takeover offer EPCOS shareholders can continue to tender their shares to TDK until October 7, 2008. The offer document is available for download on the following website: www.tdk-germany-gmbh.com About TDK TDK (TSE:6762, NYSE and LSE:TDK) is a leading global electronics company based in Japan. It was established in 1935 to commercialize 'ferrite', a key material in electronics and magnetic products. TDK’s current product line includes ferrite materials, electronic components, wireless computer networking products, magnetic heads for HDD, and advanced digital recording media. TDK is listed on the Tokyo Stock Exchange, the New York Stock Exchange and the London Stock Exchange. ----- About EPCOS EPCOS (EPCGn.DE) is a leading manufacturer of electronic components, modules and systems headquartered in Munich, Germany. With its broad portfolio EPCOS offers a comprehensive range of products from a single source and focuses on fast-growing and technologically demanding markets, in particular in the areas of information and communication technology, as well as automotive, industrial and consumer electronics. The EPCOS Group has design and manufacturing locations and sales offices in Europe, Asia, and in North and South America. Electronic components are found in every electrical and electronic product and are indispensable for their flawless operation. Products from EPCOS store electrical energy, filter frequencies, and protect against overvoltage and overcurrent. In fiscal 2007 (October 1, 2006, to September 30, 2007), EPCOS posted sales of EUR 1.44 billion. At the end of the fiscal year, the company employed about 18,300 people worldwide. EPCOS is listed in Germany – on the Frankfurt Stock Exchange and the other regional exchanges – and over the counter (OTC) in the US. ----- Contacts for the media at TDKJapan, other Asian countries Kazutoshi Europe, Americas Lutz GOLSCH A&B KOGURE TDK Corporation Tel +81 3 5201-Financial Dynamics GmbH Tel +49 69 7102 Fax +81 3 5201-7114 E-mail: 92037-110 Fax +49 69 92037-199 E- pr@mb1.tdk.co.jp mail: l.golsch@abfd.de----- Disclaimer This announcement contains certain 'forward-looking statements' that are based on the current expectations of TDK and are subject to uncertainty and changes in circumstances. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements including, but not limited to, the anticipated benefits of the potential transaction not being realized, shifts in technology, and changes in economic environments. TDK undertakes no obligation to publicly update or revise any forward-looking statements after the issue of this announcement except as required by law. To the extent the Offer referred to in this announcement is being made into the United States, it will be made directly by TDK Germany GmbH. References in this announcement or in the Offer document to the Offer being made by Nomura and/or Rothschild on behalf of TDK Germany GmbH should be construed accordingly. To the extent permitted by applicable law, TDK may directly or indirectly acquire, or make arrangements to acquire, EPCOS shares on the public stock exchange or in privately-negotiated transactions. 16.09.2008 Financial News transmitted by DGAP ----------------------------------------------------------------------
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