Busch group publishes offer document for voluntary public tender offer for Pfeiffer Vacuum Technology AG – acceptance period begins
– BaFin approves offer document
– Acceptance period runs from 13 February 2017 to 13 March 2017
– Offer price of EUR96.20 per Pfeiffer Vacuum share
– No minimum acceptance threshold
Maulburg, 13 February 2017. Pangea GmbH, a wholly owned subsidiary of Busch SE, today published the offer document for the voluntary public tender offer for the shares of TecDAX-listed Pfeiffer Vacuum Technology AG (ISIN: DE0006916604). Prior to its publication, the offer document was approved by the German Federal Financial Supervisory Authority (“BaFin”) in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”).
As of today, Pfeiffer Vacuum shareholders can accept the offer and thus tender their shares to Busch group at a price of EUR96.20 per share. The price represents a premium of about 12 percent on the volume-weighted three-month average price of Pfeiffer Vacuum shares prior to the announcement of the voluntary public tender offer on 24 January 2017. To tender their shares, shareholders must issue a written declaration to their respective custodian bank. Busch group has commissioned Joh. Berenberg, Gossler &Co. KG to act as central settlement agent. ACXIT Capital Partners has been mandated as financial advisor. Weil, Gotshal & Manges LLP acts as legal advisor.
The acceptance period will end at midnight (CET) on 13 March 2017. The offer is not contingent on any minimum acceptance threshold. Busch group received a financing commitment from Landesbank Baden-Württemberg to ensure full funding for the acquisition of all shares.
The tender offer is subject to customary offer conditions, such as obtaining the required clearances from antitrust authorities. Subject to the fulfilment of the offer conditions, closing of the transaction is expected in the second quarter of 2017.
“As part of our investment strategy we would like to invest even more in the field of vacuum technology. We have held a stake in Pfeiffer Vacuum since 2015, and by increasing our investment, we continue to focus on long-term stability and growth”, Sami Busch, one of the managing partners of Busch group, said. “Pfeiffer Vacuum in turn benefits since we have known the market for decades and will be able to give positive impetus through the Supervisory Board in order to make even better use of the opportunities in the vacuum market.”
The offer document is available at http://www.offerbuschvacuum.com. A copy of the document can also be obtained free of charge at Joh. Berenberg, Gossler & Co. KG, Dusseldorf (written inquiries to: Joh. Berenberg, Gossler & Co. KG, ECM/DCM-Services, Cecilienallee 10, 40474 Dusseldorf, Germany, by phone: +49 (0) 211540 728643, by fax to: +49 (0) 211 540 728210 or by email to: ECM-DCM-Services@berenberg.de).
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 about 3,000 employees worldwide.
Press contact:
Katharina Blumenfeld
Phone: +49 (0) 69 92 18 74 69
Email: kblumenfeld@heringschuppener.com
Regina Frauen
Phone: +49 (0) 69 92 18 74 84
Email: rfrauen@heringschuppener.com
Disclaimer This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, Pfeiffer Vacuum securities. The terms and further provisions regarding the public takeover offer are disclosed in the offer document that has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of Pfeiffer Vacuum securities are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as soon as they are published, since they contain or will contain important information.
The offer will be made under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)). The offer will not be executed according to the provisions of jurisdictions other than that of the Federal Republic of Germany. Thus, no other announcements, registrations, admissions or approvals of the offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in Pfeiffer Vacuum cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provision of the Federal Republic of Germany. Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.
The bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay.
To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Standard Industries and the persons acting together with Standard Industries. Such forward-looking statements are based on current plans, estimates and forecasts, which the bidder and the persons acting together with the bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the bidder or the persons acting together with the bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The bidder and the persons acting together with the bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.
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