DGAP-Adhoc: First Sensor AG: TE Connectivity publishes decision to launch a voluntary public takeover offer; conclusion of a Business Combination Agreement

2019. június 03., hétfő, 07:09

DGAP-Ad-hoc: First Sensor AG / Key word(s): Miscellaneous

First Sensor AG: TE Connectivity publishes decision to launch a voluntary public takeover offer; conclusion of a Business Combination Agreement

03-Jun-2019 / 07:09 CET/CEST

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.

The issuer is solely responsible for the content of this announcement.

Ad-hoc announcement / Inside information according to Art. 17 MAR

First Sensor AG

Peter-Behrens-Str. 15

12459 Berlin, Germany

First Sensor"s Shares:

ISIN DE0007201907 Ι WKN (German Securities Identification Number) 720190

Berlin, 3 June 2019

First Sensor AG: TE Connectivity publishes decision to launch a voluntary public takeover offer; conclusion of a Business Combination Agreement

First Sensor AG (ISIN: DE0007201907 / WKN: 720190) and TE Connectivity Sensors Germany Holding AG, a wholly owned subsidiary of TE Connectivity Ltd. (NYSE: TEL), and TE Connectivity Ltd. (together "TE") today entered into a Business Combination Agreement.

Following signing of the Business Combination Agreement, TE Connectivity Sensors Germany Holding AG today published the decision to make a voluntary public takeover offer to all shareholders of First Sensor AG for the acquisition of all outstanding no-par value bearer shares in First Sensor AG against payment of a cash consideration of EUR 28.25 per First Sensor share. This corresponds to a premium of 14.6% to the XETRA closing price on 24 May 2019, the last trading day before the company confirmed the existence of negotiations with TE, and a premium of 31.7% to the 3-month volume-weighted average share price as of the same date. The publication of the offer document, which will initiate the commencement of the acceptance period, is expected to take place in early July 2019.

The Management Board and Supervisory Board of First Sensor AG welcome and, subject to the review of the offer document (once published) also support the voluntary takeover offer. The consummation of the takeover offer will not be subject to a minimum acceptance threshold, but will be subject to customary conditions, which will include receipt of necessary antitrust and other regulatory clearances.

The Business Combination Agreement contains the principal terms and conditions of the voluntary takeover offer, as well as the mutual intentions and understandings relating thereto.

In this context TE has entered into irrevocable agreements with various anchor shareholders of First Sensor AG, among those a subsidiary of DPE, funds advised by Teslin Capital Management, and other shareholders which together hold approximately 67% of the shares of First Sensor AG. These shareholders have committed to accept the takeover offer for all shares held by them.

The CEO of First Sensor AG, Dr. Dirk Rothweiler, intends to continue his position in the

company after completion of the takeover offer.

The CFO of First Sensor AG, Dr. Mathias Gollwitzer, has declared that after 4 years in the company, he will resign from his position after completion of the takeover offer, but will be available as an advisor to the company. The four shareholder representatives on the Supervisory Board of First Sensor AG have also stated to resign from their offices after completion of the takeover offer.

About First Sensor AG

In the growth market of sensor systems, First Sensor develops and produces standard products and customer-specific solutions for the ever-increasing number of applications in the industrial, medical, and mobility target markets. Based on tried-and-tested technology platforms, we develop products from single chips to complex sensor systems. Trends such as Industry 4.0, autonomous driving, and the miniaturization of medical technology will drive growth extremely rapidly in the future. First Sensor was founded in Berlin in 1991 and has been listed on the Frankfurt Stock Exchange since 1999 [Prime Standard Ι WKN: 720190 Ι ISIN DE0007201907 Ι SIS]. Further information: www.first-sensor.com.


This announcement does not represent any solicitation to purchase shares of First Sensor AG. Rather it is intended exclusively for information purposes with regard to possible future developments at the company.

All of the information herein has been prepared by First Sensor AG solely for use in this announcement. The information contained in this announcement has not been independently verified. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The information contained in this announcement should be considered in the context of the circumstances prevailing at that time and has not been, and will not be, updated to reflect material developments which may occur after the date of the announcement. First Sensor AG may alter, modify or otherwise change in any manner the content of this announcement, without obligation to notify any person of such revision or changes.

This announcement may contain certain forward-looking statements and forecasts which relate to events and depend on circumstances that will occur in the future and which, by their nature, will have an impact on the First Sensor AG"s business, financial condition and results of operations. The terms "anticipates", "assumes", "believes", "can", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "should", "projects", "will", "would" or, in each case, their negative, or other variations or comparable terminology are used to identify forward-looking statements. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied in a forward-looking statement or affect the extent to which a particular projection is realised. Factors that could cause these differences include, but are not limited to, implementation of the First Sensor AG"s strategy and its ability to further grow, risks associated with the development and/or approval of the First Sensor AG"s products, technology changes and new products in the First Sensor AG"s potential market and industry, the ability to develop new products and enhance existing products, the impact of competition, changes in general economy and industry conditions and legislative, regulatory and political factors. While we always intend to express our best judgment when we make statements about what we believe will occur in the future, and although we base these statements on assumptions that we believe to be reasonable when made, these forward-looking statements are not a guarantee of our performance, and you should not place undue reliance on such statements. Forward-looking statements are subject to many risks, uncertainties and other variable circumstances. Such risks and uncertainties may cause the statements to be inaccurate and readers are cautioned not to place undue reliance on such statements. Many of these risks are outside of our control and could cause our actual results to differ materially from those we thought would occur. The forward-looking statements included in this announcement are made only as of the date hereof. We do not undertake, and specifically decline, any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.


03-Jun-2019 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de

Language: English
Company: First Sensor AG

Peter-Behrens-Straße 15

12459 Berlin

Phone: +49 (0)30 63 99 23-760
Fax: +49 (0)30 63 99 23-719
E-mail: ir@first-sensor.com
Internet: www.first-sensor.com
ISIN: DE0007201907
WKN: 720190
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange
EQS News ID: 818213

End of Announcement DGAP News Service

818213  03-Jun-2019 CET/CEST

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