Pangea GmbH
Pangea GmbH: Busch group to renew voluntary tender offer for Pfeiffer Vacuum Technology AG at a significantly higher price
DGAP-News: Pangea GmbH / Key word(s): Offer Busch group to renew voluntary tender offer for Pfeiffer Vacuum Technology AG at a significantly higher price – Increased cash offer of EUR110.00 per Pfeiffer Vacuum share; premium of 14 percent on previous offer price of EUR96.20 – Premium of 28 percent on volume-weighted three-month average price prior to the announcement of the initial voluntary tender offer on 24 January 2017 – Shareholders tendering their shares to Busch group can further receive the dividend of EUR3.60 per share for Pfeiffer Vacuum’s fiscal year 2016 under the applicable conditions – Busch group reaffirms its friendly intentions and supports the stand-alone growth strategy of Pfeiffer Vacuum – As largest shareholder, Busch group intends to secure its investment for the long run Maulburg, 29 March 2017. Busch SE today announced its renewed voluntary public tender offer for the shares of TecDAX-listed Pfeiffer Vacuum Technology AG (ISIN: DE0006916604) via its wholly owned subsidiary, the investment company Pangea GmbH. The offer price will be EUR110.00 per share, and thus be EUR13.80 higher than the previous tender offer announced by Busch group on 24 January 2017. On 14 March 2017, Busch group withdrew its initial offer after the calling of an extraordinary general meeting by the Pfeiffer Vacuum Management had resulted in the non-occurrence of one of the completion conditions of the offer. With the new offer, holders of Pfeiffer Vacuum shares will receive a premium of about 28 percent on the volume-weighted three-month average price prior to the announcement of the previous offer on 24 January 2017. The settlement of the transaction will occur only after the annual general meeting of Pfeiffer Vacuum will have taken place on 23 May 2017 and therefore after the payment of the dividend of EUR3.60 per Pfeiffer Vacuum share announced by the Management and Supervisory Board of Pfeiffer Vacuum for the financial year 2016. Shareholders who accept the voluntary tender offer can thus receive this dividend under the applicable conditions in addition to the cash consideration. “We are offering shareholders a fair and highly attractive premium. With the new pricing, we have positively and constructively met the repeated criticism of the offer price as being set too low,” Sami Busch, one of the managing partners of Busch group, emphasized. With the renewed offer, Busch group intends to increase its 29.98 percent stake in Pfeiffer Vacuum as part of its investment strategy and in order to benefit from the long-term growth potential the vacuum industry offers. Busch group supports the ongoing growth strategy of Pfeiffer Vacuum and does not intend to integrate the company into the Busch group. On the contrary, Pfeiffer Vacuum will continue to be listed on the Frankfurt Stock Exchange and operate under its own management. Busch group will seek an appropriate representation on Pfeiffer Vacuum’s Supervisory Board in order to support the company in a constructive manner. By having liaised with the Pfeiffer Vacuum Management prior to announcing the renewed tender offer, Busch group has affirmed its willingness for dialogue that Busch had started with the Management of Pfeiffer Vacuum recently. Its employee representation was approached with an offer for talks, too. “We have taken advantage of the time since the termination of the initial offer to re-evaluate our investment options,” Sami Busch said. “Last but not least the gratifying results of the fiscal year 2016 and the positive market outlook encouraged us to proceed with our plans to increase our stake in Pfeiffer Vacuum and secure the investment for the long run. We welcome the successful growth strategy of Pfeiffer Vacuum and do not intend to change its business operations. We do not see the need for introducing an alternative, separate strategic concept that deviates from what has been communicated by the Management of Pfeiffer Vacuum.” Busch group has one of the broadest product ranges in the vacuum industry worldwide. The company focusses on industrial vacuum technology, also referred to as low vacuum. In this field, the main applications lie in the packaging and plastics processing industries – with additional processes in the chemical industry. Pfeiffer Vacuum focusses on high vacuum, required, for example, for processes in analytics, research and development and coating. Both companies therefore serve different clients and markets. Consequently, clearance by the relevant antitrust authorities in the U.S. and Germany has already been obtained after a prompt examination on 7 March 2017. The offer document will be published following approval by the German Federal Financial Supervisory Authority (BaFin) and will then be accessible on the following website: www.offerbuschvacuum.com. The acceptance period will commence following permission by BaFin. There will be no minimum acceptance threshold. The tender offer is subject to customary offer conditions, except required approvals by antitrust authorities since they have already been gained. Busch group received a firm financing commitment from Landesbank Baden-Württemberg. The closing of the transaction is expected to be completed in the second quarter of 2017. ### About Busch group Busch group is a globally operating manufacturer of vacuum pumps, blowers and compressors. The comprehensive product range comprises solutions for vacuum and overpressure technology in all industry sectors. The Busch group offers one of the largest selections of industrial vacuum technologies worldwide. The company was founded in 1963 in Maulburg, Baden-Wuerttemberg, where the main German manufacturing facility and the German sales organization are located. Today, the company has 60 subsidiaries in 42 countries and sales agents in further 30 countries, providing sound advice and practical support to customers on-site. The family-owned company has more than 3,000 employees worldwide. Press contact
Regina Frauen
This document may contain certain forward-looking statements. Such statements are, in particular, indicated by terms such as “expects”, “believes”, “is of the opinion”, “attempts”, “estimates”, “intends”, “assumes” and “endeavors” and similar phrases. Such statements express current intentions, views, expectations, estimates and forecasts with regard to possible future events. They are, inter alia, based on certain assumptions, assessments and forecasts, are subject to risks and uncertainties and therefore they may turn out to be incorrect. Notice to US holders of shares of Pfeiffer Technology AG: The intended takeover offer is being made for the securities of a German company and is subject to German disclosure requirements, which are different from those of the United States. The intended takeover offer will be made in the United States pursuant to the applicable US tender offer rules, including Regulation 14E and relevant provisions on exemptions from the prohibition on purchases outside the intended takeover offer and otherwise in accordance with the requirements of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz). Accordingly, the intended takeover offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. To the extent permissible under applicable law or regulation, Pangea GmbH (the Bidder) and its affiliates or brokers (acting as agents for the Bidder or its affiliates, as applicable) may from time to time before, during or after the period in which the intended takeover offer remains open for acceptance, and other than pursuant to the intended takeover offer, directly or indirectly purchase, or arrange to purchase, shares of Pfeiffer Vacuum Technology AG, that may be the subject of the intended takeover offer, or any securities that are convertible into, exchangeable for or exercisable for shares of Pfeiffer Vacuum Technology AG. Any such purchases, or arrangements to purchase, will comply with all applicable German rules and regulations and Rule 14e-5 under the U.S. Securities Exchange Act to the extent applicable. Information about such purchases will be disclosed in Germany to the extent required by applicable law. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information also will be deemed to be publicly disclosed in the United States. In addition, the financial advisors to the Bidder may also engage in ordinary course trading activities in securities of Pfeiffer Vacuum Technology AG, which may include purchases or arrangements to purchase such securities.
29.03.2017 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. |