Meyer Burger acquires 11.3% of shares in Roth & Rau from previous key shareholders and announces a voluntary public takeover offer in cash for all remaining shares held by public shareholders
– Purchase of 11.3% participation from key shareholders through share purchase and share exchange contracts
– Announcement of a voluntary public takeover offer at a price of EUR 22 per share in cash, corresponding to a premium of 41.5% compared with the volume weighted average trading price of the last three months
– Expansion of the technology portfolio along the value chain in photovoltaics – closing the gap between wafering and solar modules
– Roth & Rau becomes core centre of the new technology and competence in „Cells”
– Dr Dietmar Roth proposed for election to the Board of Directors of Meyer Burger
Meyer Burger Technology Ltd [Ticker: MBTN] (and through subsidiaries, respectively) has acquired a total participation of 7.4% of the share capital of Roth & Rau AG [Ticker: R8R] through share purchase and share exchange contracts immediately and 3.9% under the condition precedent of clearance by antitrust authorities from the founders and key shareholders Dr Dietmar Roth (Chief Executive Officer), Prof Dr Silvia Roth and from Dr Bernd Rau on 10 April 2011. In conjunction with these contracts, Meyer Burger issued 840’802 new registered shares out of its authorised share capital. The first trading day of these shares at SIX Swiss Exchange is expected to be 13 April 2011.
Meyer Burger will also launch a voluntary public takeover offer to acquire all remaining non-par value bearer shares of Roth & Rau AG held by public shareholders at a price of EUR 22 per share in cash. The offer price corresponds to a premium of 41.5% compared with the volume weighted average share price of the last three months[1]. The Executive Board and the Board of Directors of Roth & Rau support the offer by Meyer Burger.
Meyer Burger Group 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 (LED), with over 1,200 employees and net sales of CHF 826 million in fiscal year 2010. The Group already covers the most important technology processes along the entire value chain of photovoltaics (solar industry) with a focus on solar wafering and solar modules.
Roth & Rau Group is one of the world’s leading suppliers of production equipment and innovative production technologies for the manufacture of solar cells with a strong focus on antireflective coating systems for crystalline silicon solar cells. The company has production sites in Hohenstein-Ernstthal and Eindhoven and employed over 1,200 people at year-end of 2010. Roth & Rau generated net sales of EUR 285 million in fiscal year 2010.
Meyer Burger Group will strengthen its offerings in the solar cell process through the planned consolidation of both companies and combines the most important technology steps within the value chain of photovoltaics from crystalline silicon to complete solar systems, mainly in the production processes of wafering, solar cells and solar modules.
Peter Pauli, Chief Executive Officer of Meyer Burger Technology Ltd, comments: “With Roth & Rau Group, we further enhance our industry solutions for photovoltaics. With joint activities in research & 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 achieving the industry goal of grid parity as fast as possible.”
Dr Dietmar Roth, Chief Executive Officer of Roth & Rau AG: “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.”
Meyer Burger will finance the voluntary public takeover offer from its existing cash position and through a syndicated bank loan.
The offer is subject to usual conditions for such transactions, in particular receipt of regulatory clearances from different antitrust authorities. The offer document will be submitted to the German Federal Financial Supervisory Authority (FFSA) within the upcoming four weeks and will be published following the receipt of the permission by the FFSA. The closing of the transaction is expected towards the third quarter of 2011.
Advisors to Meyer Burger Technology Ltd are meyerlustenberger, Beiten Burkhardt and Lazard.
Election to the Board of Directors
The Board of Directors of Meyer Burger Technology Ltd proposes to the General Meeting of Shareholders on 21 April 2011 the election of Dr Dietmar Roth as a new member of the Board of Directors of the Company.
Press Conference / Conference Call:
In addition to this announcement, there will be a press / analyst conference today, 11 April 2011, at 11:00 hours CET at the ConventionPoint of SIX Swiss Exchange, Selnaustrasse 30, 8021 Zurich (in German).
A further conference call in English will take place at 14:30 hours CET for international analysts and investors.
The invitations to the press / analyst conference and the conference call (including dial-in numbers) will be distributed separately today.
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[1]Source: Average share price according to Bloomberg
For further information please contact:
Werner Buchholz
Head of Corporate Communications
Tel +41 (0) 33 439 05 06
w.buchholz@meyerburger.ch
