27.02.2017
Pfeiffer Vacuum Technology AG DE0006916604
DGAP-News: Pfeiffer Vacuum Technology AG: Joint statement by Management Board and Supervisory Board
DGAP-News: Pfeiffer Vacuum Technology AG / Key word(s): Statement
Pfeiffer Vacuum Technology AG: Joint statement by Management Board and
Supervisory Board
27.02.2017 / 08:00
The issuer is solely responsible for the content of this announcement.
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PRESS RELEASE
Pfeiffer Vacuum Management and Supervisory Boards Advise Shareholders to
Not Accept Busch Group's Offer
- Offer price and structure are inadequate
- Aim is to gain active control without a customary and appropriate
takeover premium
- Offer does not reflect the value upside of Pfeiffer Vacuum
- Strategic concept for cooperation has not yet been presented
- Management Board is reviewing other options
Asslar, February 27, 2017. Pursuant to § 27 of the German Securities
Acquisition and Takeover Act (WpÜG), the Management Board and the
Supervisory Board of Pfeiffer Vacuum Technology AG ("Pfeiffer Vacuum")
today issued its reasoned statement on the offer submitted February 13,
2017, by Pangea GmbH, a company wholly owned by Busch SE ("Busch Group").
The Management Board and the Supervisory Board are of the opinion that the
Busch Group's offer is not in the interest of Pfeiffer Vacuum and its
shareholders. Both bodies therefore advise the shareholders of Pfeiffer
Vacuum to not accept the Busch Group's offer.
Manfred Bender, CEO of Pfeiffer Vacuum Technology AG, says: "The Busch
Group is aiming to gain active control of Pfeiffer Vacuum without paying a
customary and appropriate takeover premium. A coherent strategic concept
for potential collaboration has not yet been presented by Busch. In the
best interest of Pfeiffer Vacuum and its shareholders, we must therefore
reject this inadequate offer and advise our shareholders to not accept it."
Having carefully reviewed the offer and the consideration to be given in
return, the Management Board and the Supervisory Board deem the latter,
especially, to be inadequate. This position is supported by the customary
assessments of UBS Europe SE and equinet Bank AG. The so-called inadequacy
opinions examine the offer's adequacy from a financial viewpoint. Both
banks concluded independently that the price of EUR 96.20 per Pfeiffer
Vacuum share offered by the Busch Group is inadequate from a financial
perspective.
The Busch Group stated in the offer document that it considers to put a
profit transfer or domination agreement between the Busch Group and
Pfeiffer Vacuum in place as soon as the offer has been successfully
concluded. The Management Board and the Supervisory Board of Pfeiffer
Vacuum take a critical view of this plan because the aim is to take de
facto control over Pfeiffer Vacuum without paying shareholders a customary
premium for acquiring such a controlling interest.
The premium on the share price offered in consideration is well below the
premiums paid in comparable transactions, and constitutes a 7.46 percent
discount on the Pfeiffer Vacuum share price as at February 10, 2017, the
last trading day before the Busch Group published the offer document. The
Pfeiffer Vacuum shares' closing price on that day was EUR 103.95.
The Management and Supervisory Board believe that the Busch Group may
actively interfere with Pfeiffer Vacuum's strategic setup, as the Busch
Group has made several attempts to influence decisions within the remit of
Pfeiffer Vacuum's Management Board or Supervisory Board in the past. Adding
to this concern is the fact that the Busch Group has been changing its
stated intentions with regard to its stake in Pfeiffer Vacuum within a
short period of time.
Beyond that, it is the Management Board's and the Supervisory Board's
opinion that the offered consideration in no way reflects the vacuum
industry's growth potential, as specified by the Busch Group itself, nor
the resulting medium-term value upside of Pfeiffer Vacuum.
Manfred Bender, CEO of Pfeiffer Vacuum Technology AG, says: "Pfeiffer
Vacuum is strategically, technologically and financially in a very good
position to realize the growth potential on its own and in the interest of
the company and its shareholders. We will continue to pursue our successful
strategy of combining organic growth in markets such as Asia and the USA
with strategic acquisitions, thereby offering our shareholders attractive
long-term prospects. We are also reviewing further options to ensure our
shareholders participate adequately in the value creation at Pfeiffer
Vacuum."
The full reasoned statement of the Management Board and the Supervisory
Board of Pfeiffer Vacuum can be viewed on the company website via the
following link: https://group.pfeiffer-vacuum.com/takeover-offer
It is expressly noted that the reasoned statement of the Management Board
and the Supervisory Board is the only binding document. The information
contained in this press release does not constitute an explanation or
supplement to the statements made in the reasoned statement.
Important Note
This Press Release may contain certain future-oriented statements based on
current assumptions and prognoses by the corporate management of Pfeiffer
Vacuum Technology AG or of companies affiliated with Pfeiffer Vacuum
Technology AG. As a result of various known and unknown risks and
contingencies, as well as other factors, the actual results, financial
position, development or performance of Pfeiffer Vacuum Technology AG and
of the companies affiliated with Pfeiffer Vacuum Technology AG may diverge
significantly from the appraisals given here. Neither Pfeiffer Vacuum
Technology AG nor the companies affiliated with Pfeiffer Vacuum Technology
AG accept any obligation to update such future-oriented statements and
bring them into line with future events or developments.
Contact
Pfeiffer Vacuum Technology AG
Investor Relations
Eerik Budarz
T +49 6441 802 1346
F +49 6441 802 1365
[email protected]
About Pfeiffer Vacuum
Pfeiffer Vacuum (stock exchange symbol PFV, ISIN DE0006916604) is one of
the world's
leading providers of vacuum solutions. In addition to a full range of
hybrid and magnetically
levitated turbopumps, the product portfolio encompasses backing pumps,
measurement and
analysis devices, components as well as vacuum chambers and systems. Ever
since the
invention of the turbopump by Pfeiffer Vacuum, the company has stood for
innovative
solutions and high-tech products that are used in the markets Analytics,
Industry, Research
& Development, Coating and Semiconductor. Founded in 1890, Pfeiffer Vacuum
is globally
active today. The company employs a workforce of some 2,350 people and has
more than
20 subsidiaries.
For more information, please visit www.group.pfeiffer-vacuum.com
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27.02.2017 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Language: English
Company: Pfeiffer Vacuum Technology AG
Berliner Str. 43
35614 Asslar
Germany
Phone: +49 6441 802-0
Fax: +49 6441 802-1365
E-mail: [email protected]
Internet: www.pfeiffer-vacuum.de
ISIN: DE0006916604
WKN: 691660
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart, Tradegate Exchange
End of News DGAP News Service
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