Micronas Semiconductor Holding AG
Micronas announces capital increase
Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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Embargoed / not for release in the United States, Canada, Japan or Australia
Micronas announces capital increase
Micronas announces today an equity offering of up to 4.605 million registered
shares, comprising of an open-priced 1:6 rights offering (issuance of 16.7% new
shares) combined with a global offering. The net proceeds will be used to repay
debt and give the Company the strategic flexibility to seize attractive
investment opportunities if and when they present themselves.
The Management of Micronas sees attractive growth opportunities in the rapidly
emerging digital TV, flat panel display and high definition TV markets. The
offering will strengthen Micronas’ balance sheet and provide the Company with
the financial flexibility to further enhance its existing product and
technology portfolio in the area of advanced video, image, data and audio
processing for these new markets. The in-house development of new technologies
and integrated solutions shall be complemented by acquisitions or a purchase of
intellectual property which can be integrated with Micronas’ existing strong
product and technology base. Any such undertaking will have to contribute to
the creation of long-term shareholder value, and special consideration will be
given to a smooth integration path. Micronas will focus on partnership
opportunities with companies which do not have manufacturing assets, in
accordance with the Company’s strategy to outsource the manufacturing of an
increasing proportion of its products. The Company intends actively to
participate in the ongoing industry consolidation and is continually evaluating
opportunities, it is currently not in negotiations with any specific potential
partner.
end of ad-hoc-announcement (c)DGAP 01.12.2003
Issuer’s information/explanatory remarks concerning this ad-hoc-announcement:
The offering will consist of up to 4.605 million registered shares (including
an over-allotment-option of up to 455’000 registered shares). The offering will
comprise of 105’000 treasury shares currently held by Micronas, together with
4.500 million newly issued shares out of the recently created authorised share
capital. Existing shareholders will be granted subscription rights, allowing
them in certain jurisdictions outside the United States in reliance on
Regulation S to subscribe for one registered share for every six held (“Rights
Offering”) at a price to be determined following completion of a bookbuilding
exercise. To the extent that shares are not taken up in the Rights Offering, up
to 4.150 million registered shares will be offered in a global offering
comprised of a public offering in Switzerland only and a non-public offering to
institutional investors in certain other jurisdictions (“Global Offering”). An
over-allotment option of up to 455’000 additional shares will be granted to
Credit Suisse First Boston.
The subscription period for the Rights Offering will commence on Wednesday,
December 3, 2003 and will end on Wednesday, December 10, 2003 at 12:00 CET. In
connection with the Global Offering, orders will be solicited from investors
pursuant to the bookbuilding exercise until Thursday, December 11, 2003. On
December 11, 2003, the company expects to determine the offer price, at which
shares will be offered to investors in the Rights Offering and the Global
Offering.
The new shares will be fungible with the currently outstanding registered
shares of Micronas and will be eligible for trading on the SWX Swiss Exchange
as of Friday, December 12, 2003. Application has also been made for the new
shares to be listed in the Prime Standard segment (TecDAX) in Frankfurt.
Credit Suisse First Boston is acting as sole lead manager and sole bookrunner
of the Rights Offering and the Global Offering.
In the Preliminary Offering Circular, the Company will present interim
consolidated financial statements for the first nine months of 2002 and 2003,
which have been reviewed by its auditors and which contain three minor
adjustments to the previously published figures. One adjustment relates to the
nine months period ending September 30, 2003 and results in a net profit of CHF
63.5 million, or 2% above the previously reported figure of CHF 62.0 million;
shareholders’ equity as at September 30, 2003, is adjusted to CHF 546.7
million, CHF 2.4 million (or 0.4%) lower than the previously reported figures.
Two other adjustments were made to the line items in the financial statements
for the nine months ending September 30, 2002; these adjustments do not have an
impact on net income or shareholders’ equity. The Preliminary Offering
Circular will not be publicly available outside of Switzerland.
Zurich, December 1, 2003, Micronas Semiconductor Holding AG
For further information: Susy Krucker, Investor Relations
phone: +41 1 445 39 60, e-mail: investor@micronas.com
This announcement may not be published or distributed in or transmitted into
the United States, Canada, Japan or Australia. This announcement does not
constitute an offer to sell or the solicitation to buy the securities discussed
herein. Neither the subscription rights nor the securities mentioned herein
have been, and will be, registered under the United States Securities Act of
1933 (the “Securities Act”) and may not be offered or sold in the United States
or to, or for the account or benefit of, U.S persons, except pursuant to an
exemption from the registration requirements of the Securities Act. There will
not be any offer, solicitation or sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such jurisdiction.
Any offering of securities will be made only by means of a prospectus/listing
particulars that will contain detailed information about Micronas and its
management, as well as financial statements. The contents of this announcement,
which has been issued by, and is the sole responsibility of, Micronas, has been
approved solely for the purposes of section 21 of the Financial Services and
Markets Act 2000 by Credit Suisse First Boston (Europe) Limited of One Cabot
Square, London E14 4QJ.
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WKN: 910 354 ; ISIN: CH0012337421; Index: TecDAX, NEMAX 50
Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin-
Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart; Zürich
010730 Dez 03
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