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TE Connectivity Sensors Germany Holding AG publishes intention to conclude a domination and profit and loss transfer agreement with First Sensor AG
SCHAFFHAUSEN, Switzerland - Dec. 10, 2019 - TE Connectivity Sensors Germany Holding AG (the "Bidder"), a wholly-owned subsidiary of TE Connectivity Ltd., today informed First Sensor AG (the "Company") of its intention to enter into a domination and profit and loss transfer agreement and invited the Company to commence the negotiations in this respect.
On 8 July 2019, the Bidder published the offer document (the "Offer Document") for its voluntary public takeover offer to the shareholders of the Company for the acquisition of all outstanding no-par value bearer shares in the Company (ISIN DE0007201907) (the "First Sensor Shares") against payment of a cash consideration in the amount of EUR 28.25 per First Sensor Share (the "Takeover Offer"). On 8 July 2019, the Bidder further published a correction of the Offer Document pursuant to Section 12 of the German Securities Acquisitions and Takeover Act (Wertpapiererwerbs- und Ãœbernahmegesetz - "WpÃœG") (the "Correction").
The acceptance period for the Takeover Offer expired on 2 September 2019. The additional acceptance period for the Takeover Offer expired on 19 September 2019. On 24 September 2019, the Bidder announced pursuant to Section 23 para. 1 sentence 1 no. 3 WpÃœG that the total number of First Sensor Shares for which the Takeover Offer has been accepted amounted, in total, to 7,380,905 First Sensor Shares. This corresponds to approximately 71.87% of the share capital and the voting rights of the Company as of the date of this notification.
The settlement of the Takeover Offer is still subject to the fulfilment of the offer conditions specified in Section 12.1.3 (Foreign investment clearance Germany) and Section 12.1.4(a) (Foreign investment clearance United States - CFIUS) of the Offer Document which was published on 8 July 2019 and corrected on the same day. The Takeover Offer will only be settled if these outstanding offer conditions are fulfilled at the latest by 31 May 2020.
After the settlement of the Takeover Offer, the Bidder intends to conclude a domination and profit and loss transfer agreement (the "Intercompany Agreement") within the meaning of Section 291 para. 1 of the German Stock Corporation Act (Aktiengesetz) with the Company as the dominated and profit-transferring entity and the Bidder as the dominating entity entitled to receive the transferred profits. The Bidder intends to exercise its voting rights in favour of a resolution on the Intercompany Agreement in the next ordinary shareholders' meeting of the Company.
Today, the Bidder informed the Company of its intention to enter into the Intercompany Agreement and invited the Company to commence the negotiations in this respect.
About TE Connectivity
TE Connectivity is a $13 billion global industrial technology leader creating a safer, sustainable, productive, and connected future. Our broad range of connectivity and sensor solutions, proven in the harshest environments, enable advancements in transportation, industrial applications, medical technology, energy, data communications, and the home. With nearly 80,000 employees, including more than 8,000 engineers, working alongside customers in approximately 150 countries, TE ensures that EVERY CONNECTION COUNTS. Learn more at and on , , and .
About First Sensor AG
Founded as a technology start-up in the early 1990s, today, First Sensor is a global player in sensor technology. Based on our know-how in chip design and production as well as microelectronic packaging, standard sensors and customer-specific sensor solutions are developed in the fields of photonics, pressure and advanced electronics for the ever-growing demand in key applications for the target markets of Industrial, Medical and Mobility. The strategy is aimed at profitable growth and focuses on key customers and products, forward integration and strengthening our international presence. First Sensor has been listed on the Frankfurt Stock Exchange since 1999.
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Contacts:
Media Relations:
Rachel Quimby
TE Connectivity
610-893-9593
Investor Relations:
Sujal Shah
TE Connectivity
610-893-9790
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