¶ -- 83.91 percent of the shares of EPCOS secured in total
¶ -- Mandatory additional acceptance period from October 14 to
October 27, 2008
¶ -- Last opportunity for EPCOS shareholders to accept attractive
all-cash offer
TDK Corporation (“TDK”)
(TSE: 6762)(NYSE: TDK)(LSE:TDK) and its wholly-owned subsidiary TDK
Germany GmbH have announced the result of the voluntary public takeover
offer for EPCOS AG (“EPCOS”)
(EPCGn.DE) today. During the acceptance period which ended on October 7,
2008 the offer was accepted for 35.96 percent of the shares in EPCOS.
Together with the 47.95 percent of the shares TDK has directly or
indirectly purchased outside the offer, the company now has a total
shareholding of 83.91 percent in EPCOS.
Takehiro Kamigama, President and COO of TDK, commented: “We
are very satisfied with the success of the offer. With nearly 84 percent
of the shares secured, TDK and EPCOS will be able to create a leading
electronics components company with a strong presence across customer
sectors and regions. The response from the shareholders of EPCOS has
proven that our offer price is very attractive. The remaining
shareholders who have not yet tendered their shares now have the last
opportunity to realize full and immediate value for their shares by
accepting our successful all-cash offer.”
Shareholders who have not yet tendered their shares should also be aware
of the risk that the future liquidity of the shares will be reduced, and
as a consequence it might become more difficult to buy or sell EPCOS
shares as trading might decline sharply.
The mandatory additional acceptance period will begin on October 14 and
expire on October 27, 2008, 24.00 h Local Time at Frankfurt a. M.,
Germany. During this period, all remaining shareholders of EPCOS have
the opportunity to tender their shares for the same price of EUR 17.85
in cash per share. After this period has expired the offer can no longer
be accepted. 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. Independent of the mandatory
additional acceptance period, TDK and EPCOS will continue to cooperate
closely with the relevant authorities in Brazil, China and South Korea
to ensure swift regulatory approval of the transaction.
The offer document and all statutory announcements are available for
download on the following website:
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.
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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.
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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.
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