Meyer Burger Technology Ltd [Ticker: MBTN] published today that the voluntary public tender offer of Meyer Burger to the shareholders of Roth & Rau AG at an offer price of EUR 22 per share, which ended on 3 June 2011, 12:00 p.m., has been accepted for a total of 2,364,438 shares. This corresponds to 14.59% of the share capital and voting rights of Roth & Rau AG.
Together with the participation of 17.7% which was already held at the time of the publication of the offer document, i.e. at 5 May 2011, and further shares which were acquired outside of and parallel to the tender offer, the total participation held by Meyer Burger Technology Ltd in Roth & Rau AG currently amounts to 32.38% (including 3.9% under the condition precedent of the clearance by the antitrust authority of China; a condition that can be waived by Meyer Burger)
The German Federal Cartel Office (Bundeskartellamt) already gave its antitrust clearance for the takeover and the associated merging of the two companies; the clearance by the antitrust authorities in China is currently outstanding. After approval by the Chinese antitrust authorities, the settlement of the public tender offer and the payment of the offer price in accordance with Sec. 11.4 of the offer document will be effected.
The Executive Board and the Supervisory Board of Roth & Rau AG support the offer by Meyer Burger and are convinced that the offer is fair and reasonable for the Roth & Rau shareholders. This view is confirmed in a Fairness Opinion by Credit Suisse, dated 12 May 2011. The Executive Board and the Supervisory Board of Roth & Rau AG each unanimously recommend to the Roth & Rau shareholders to accept the offer.
“At EUR 22, we offer Roth & Rau shareholders a very attractive offer price. We cannot increase our offer anymore. It will be strategically important for Roth & Rau to be integrated in the strong Meyer Burger Group in future”, said Peter Pauli, Chief Executive Officer of Meyer Burger Technology Ltd. “We continue to pursue our objective to reach the majority in Roth & Rau in the mid-term. However, we are not under time pressure. Shareholders can still use the additional acceptance period until 22 June 2011 to tender their shares at EUR 22. After that time, we will only increase our participation in Roth & Rau, if there are opportunities at lower prices.”
Additional acceptance period
Shareholders of Roth & Rau AG, who have not accepted the offer by Meyer Burger yet, can still tender their shares within the next two weeks, i.e. until 22 June 2011, 12:00 p.m. CEST in accordance with Sec. 5.2 in conjunction with Sec. 11.5 of the offer document.
Documents
The offer document is available in English and German on the website of Meyer Burger Technology Ltd under
http://www.meyerburger.com/en/investor-relations/. The offer document can also be obtained free of charge from
Commerzbank Aktiengesellschaft, ZCM-ECM Execution, DE-60327 Frankfurt am Main (Order via fax to: +49 (0)69 136-44598).
The joint statement of the Executive Board and of the Supervisory Board of Roth & Rau AG (including the Fairness Opinion by Credit Suisse) is available in English and German under http://www.roth-rau.de – Takeover offer Meyer Burger. Copies can also be obtained free of charge from Roth & Rau AG, An der Baumschule 6-8, DE-09337 Hohenstein-Ernstthal.
For further information please contact:
Werner Buchholz
Head of Corporate Communications
Tel +41 (0) 33 439 05 06
w.buchholz@meyerburger.ch
