DGAP-News: Roth&Rau welcomes voluntary public takeover offer from Meyer Burger
(firmenpresse) - DGAP-News: Roth&Rau AG / Key word(s): Mergers&Acquisitions
Roth&Rau welcomes voluntary public takeover offer from Meyer Burger
11.04.2011 / 03:17
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Roth&Rau welcomes voluntary public takeover offer from Meyer Burger
- Voluntary public takeover offer to all Roth&Rau shareholders at a price
of EUR 22 per share
- Unification of all key technologies along the photovoltaics value chain
in the fields of wafer, cell and module production
- Roth&Rau as core of new 'Cells' technology and competence centre at the
Meyer Burger Group
Hohenstein-Ernstthal, 11 April 2011 - Meyer Burger Technology AG [Ticker:
MBTN] (and through subsidiaries, respectively) has announced a voluntary
public takeover offer to acquire all bearer shares in Roth&Rau AG at a
price of EUR 22 per share in cash. Meyer Burger acquired a total of 11.3 %
of the share capital of Roth&Rau AG [Ticker: R8R] from the founders and
key shareholders Dr. Dietmar Roth (CEO), Prof. Dr. Silvia Roth and Dr.
Bernd Rau on 10 April 2010. The offer price corresponds to a premium of
around 41 % compared with the volume-weighted average share price of the
past three months. The Management and Supervisory Boards of Roth&Rau
support the offer by Meyer Burger.
Furthermore, Roth&Rau AG today signed a business combination agreement
with Meyer Burger Technology AG. With more than 1,200 employees and annual
sales of CHF 826 million in 2010, the Meyer Burger Group is one of the
world's leading providers of innovative systems and production lines for
photovoltaics in the solar industry, as well as for the semiconductor and
optics industries (LED). The Group already covers the most important
technology steps in the photovoltaics (solar industry) value chain with its
high-quality solar systems focusing on solar wafering and solar modules.
The planned consolidation of both companies will give rise to an all-round
system supplier covering all key technology steps within the photovoltaics
value chain from solar silicon through to complete solar energy systems,
mainly in the production processes of wafering, solar cells and solar
modules. Roth&Rau will thus close the gap between wafering and solar
modules and will in future form the core of the new 'Cells' technology and
competence centre at the Meyer Burger Group. As a 'company within the Meyer
Burger Group', Roth&Rau will continue to be run as a proprietary
technology competence centre and operating German company at its main
location in Hohenstein-Ernstthal.
Dr. Dietmar Roth, CEO and founder of Roth&Rau AG, comments: 'We are
convinced that Meyer Burger is the ideal strategic partner for a continuous
dynamic development of our Group. Shareholders, our employees, suppliers
and customers as well as the entire solar industry will profit from the new
combined group.'
Peter Pauli, Chief Executive Officer of Meyer Burger Technology AG: 'With
Roth&Rau Group, we further enhance our industry solutions for
photovoltaics. With joint activities in research and development, the
combination of our distribution networks and through the larger offering of
fully integrated system solutions we play a crucial role in further
reducing the costs along the value chain in photovoltaics. This is just
another step to sustainably reduce the costs of solar power and to help
achieve the industry goal of grid parity as fast as possible.'
The offer is subject to the usual conditions for such transactions in
particular approval by the relevant antitrust authorities. The offer
document will be submitted to the German Federal Financial Supervisory
Authority (BaFin) within the upcoming four weeks and will be published
following receipt of permission from BaFin. The closing of the transaction
is expected in the third quarter of 2011.
Advisors to Roth&Rau AG are Willkie Farr&Gallagher, Orth Kluth and
Credit Suisse.
Press Conference / Conference Call:
In view of current developments, Meyer Burger Technology AG will be holding
a press and analysts' conference at 11.00 a.m. (CET) on Monday, 11 April
2011 at the ConventionPoint of SIX Swiss Exchange, Selnaustrasse 30, 8021
Zurich. A further conference call will take place in English at 2.30 p.m.
(CET) for international analysts and investors.
Invitations to the press conference and conference call will be circulated
separately today.
About Meyer Burger Technology Ltd
www.meyerburger.com
Meyer Burger is one of the world's leading providers of innovative systems
and production lines for photovoltaics in the solar industry, and for the
semiconductor and optics industries. Highly efficient wafers made from
silicon, sapphire or other crystals are required in these three markets to
manufacture solar modules, switching circuits or high-performance LEDs. The
group's core competences encompass a broad range of machines, production
processes and systems that are used for the production of high quality
wafers, for the inspection and measurement of solar cells, for laminating,
soldering and testing of solar modules and for building-integrated solar
systems. Meyer Burger Group covers the most important technology steps in
the value chain of photovoltaics with its products and solutions portfolio.
The Group's comprehensive range of products includes a worldwide service
network with wear and tear parts, consumables, re-grooving services,
process know-how, servicing, after-sales service, training and other
services. As a globally active company, the Group is represented in Europe,
Asia and North America in the respective key markets and has over 1,200
employees as of year-end 2010.
Meyer Burger has its headquarters and the production facility of MB
Wafertec (Meyer Burger Ltd) in Switzerland, while the group companies,
Meyer Burger Automation GmbH, Hennecke Systems GmbH and AMB Apparate +
Maschinenbau GmbH have their headquarters and production facilities in
Germany. Diamond Materials Tech, Inc. has its headquarters in Colorado
Springs, CO, USA. The production facilities of 3S Modultec, 3S
Photovoltaics and Pasan are also located in Switzerland, while Somont is
located in Germany. Meyer Burger Group has also subsidiaries and own
service centres in Germany, Norway, Spain, USA, China, Japan, Singapore,
South Korea, Taiwan and India. In other important markets, the company
relies on selected independent agents. The registered shares of Meyer
Burger Technology Ltd are listed on SIX Swiss Exchange (Ticker: MBTN).
About Roth&Rau AG
www.roth-rau.com
Roth&Rau AG, based in Hohenstein-Ernstthal, has been one of the world's
leading suppliers of production equipment and innovative production
technologies for the photovoltaics industry for more than 10 years. In its
photovoltaics segment, Roth&Rau focuses on providing antireflective
coating systems and turnkey production lines for use in the manufacture of
crystalline silicon solar cells. Further products include thermal
processing systems also used in the manufacture of crystalline silicon
solar cells, as well as coating systems and turnkey production lines for
the manufacture of thin film solar modules. Roth&Rau MicroSystems, a
subsidiary located in the Wüstenbrand district, develops and produces
process systems for plasma and ion beam enhanced thin film and surface
processing methods tailored to customers' specific needs. The customers
served by this division particularly include companies in the semiconductor
industry, R&D departments in various other industrial sectors, research
institutes and universities. The portfolio of the Roth&Rau Group is
supplemented by software products in the field of systems management,
production monitoring and maintenance and service offerings. Roth&Rau
Group employed over 1,200 people as of year-end 2010 and has subsidiaries
in Germany, Italy, Netherlands, Switzerland, USA, China, India, Korea,
Singapore, Malaysia and Australia. The bearer shares are listed at the
German
Contact:
Roth&Rau AG
Dr. Silvia Roth
Phone: +49 (0) 3723/6685-333
E-Mail: investor(at)roth-rau.de
Haubrok Investor Relations GmbH&Co. KG
Simone Cujai
Phone: +49 (0) 211/171835-37
E-Mail: s.cujai(at)haubrok.de
THIS ANNOUNCEMENT IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND
SHOULD NOT BE DISTRIBUTED TO U.S. PERSONS OR PUBLICATIONS WITH A GENERAL
CIRCULATION IN THE UNITED STATES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO SUBSCRIBE FOR, EXCHANGE OR PURCHASE ANY SECURITIES.
IN ADDITION, THE SECURITIES OF MEYER BURGER TECHNOLOGY LTD HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR
DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION
UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
UNITED STATES SECURITIES LAWS.
This announcement is for information purposes only and constitutes neither
an offer to purchase or sell, nor a solicitation of an offer to purchase or
sell, shares in Meyer Burger Technology Ltd and/or Roth&Rau Ltd. The
final conditions and further provisions regarding the takeover offer
mentioned in this announcement will be set forth in the offer document
after the publication has been permitted by the German Federal Financial
Supervisory Authority.
This announcement may contain 'forward-looking statements' relating to
Meyer Burger Technology Ltd and/or Roth&Rau Ltd., such as guidance,
expectations, plans, intentions, or strategies regarding the future. These
forward-looking statements are subject to risks and uncertainties. The
reader is cautioned that actual future results may differ from those
expressed in or implied by the statements, which constitute projections of
possible developments. All forward-looking statements included in this
announcement are based on data available to Meyer Burger Technology Ltd as
of the date that this announcement is published. The Company does not
undertake any obligation to update any forward-looking statements contained
in this announcement as a result of new information, future events or
otherwise.
End of Corporate News
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11.04.2011 Dissemination of a Corporate News, transmitted by DGAP - a
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Language: English
Company: Roth&Rau AG
An der Baumschule 6-8
09337 Hohenstein-Ernstthal
Deutschland
Phone: 03723 6685-0
Fax: 03723 6685-100
E-mail: info(at)roth-rau.de
Internet: www.roth-rau.de
ISIN: DE000A0JCZ51
WKN: A0JCZ5
Listed: Regulierter Markt in Frankfurt (Prime Standard);Freiverkehr in Berlin, Düsseldorf, München, Stuttgart
End of News DGAP News-Service
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119222 11.04.2011
Datum: 11.04.2011 - 03:17 Uhr
Sprache: Deutsch
News-ID 33745
Anzahl Zeichen: 0
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Kategorie:
Business News
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