Corporate | 24 April 2017 07:58
Pfeiffer Vacuum Technology AG: Joint statement by Management Board and Supervisory Board
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DGAP-News: Pfeiffer Vacuum Technology AG / Key word(s): Statement
PRESS RELEASE
– Offer price is inadequate – Intended takeover of a controlling stake is not in the interest of the company and its shareholders – High attendance at the Annual General Meeting is necessary – Strategic concept for cooperation has yet to be presented – Talks with the Busch family yielded no outcome
Manfred Bender, CEO of Pfeiffer Vacuum Technology AG, comments: “The Busch Group is yet again unwilling to offer an appropriate takeover premium to Pfeiffer Vacuum shareholders for the planned acquisition of a controlling stake. Moreover, the Busch Group was yet again unable to present a coherent strategic concept for potential cooperation, which would have afforded us the opportunity to persuade our shareholders of the intrinsic value of possible cooperation and the resultant further improvement of Pfeiffer Vacuum’s attractive long-term prospects. 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.” The Management and Supervisory Boards thoroughly examined the offer’s adequacy from a financial viewpoint and deemed it to be inadequate. This position is supported by assessments – so-called inadequacy opinions – conducted by UBS Europe SE and Commerzbank Bank AG. Both banks concluded independently of one another that the price of EUR 110.00 per Pfeiffer Vacuum share offered by the Busch Group is inadequate from a financial perspective. Pfeiffer Vacuum’s Management and Supervisory Boards are unconvinced by the Busch Group’s statements indicating the premium offered in consideration is attractive to Pfeiffer Vacuum’s shareholders. The Management and Supervisory Boards believe that the average price prior to the announcement of the first failed offer on January 24, 2017 and quoted by the Busch Group was, at best, relevant to the first offer. However, this average price should not be invoked as grounds for the attractiveness of the current offer’s premium. Pfeiffer Vacuum’s overall very positive share price development prior to the announcement of the decision to launch a second offer on March 29, 2017 was, according to the assessment of the Management and Supervisory Boards, not significantly influenced by the initial offer. Furthermore, the consideration offered constitutes an 8.30 percent discount on the Pfeiffer Vacuum share price as at April 11, 2017, the last trading day before the Busch Group published the second offer document. The Pfeiffer Vacuum stock’s closing price on that day was EUR 119.95. It is also to be assumed that the offer price fails to take into account potential synergies and the expected significant financial benefits for the Busch Group that could result from the cooperation of Pfeiffer Vacuum and the Busch Group, to the detriment of the other shareholders. In view of the above, the statements made by the Busch Group in the offer document – that it also aims to take control of Pfeiffer Vacuum via the supervisory board chair – are to be seen in a critical light. The Management and Supervisory Boards come to the assessment that, given the lack of an appropriate offer price for the other shareholders, this takeover of a controlling stake is not in the interest of the company and its shareholders and is an important reason for not supporting the offer. For the same reason a high attendance at the Annual General Meeting on May 23, 2017, will be necessary to safeguard shareholders’ rights. The Busch Group’s statements aim to give the impression that Pfeiffer Vacuum’s Management Board has ruled out any talks about possible cooperation with the Busch Group. This impression is false. When the Busch Group began to acquire a stake, Pfeiffer Vacuum offered repeatedly to hold talks and actually held talks on several occasions. Among other things, it was agreed that Mr. Beck, as a confidant of the Busch Group, would join Pfeiffer Vacuum’s Supervisory Board. Then, after the decision to submit the present offer was published, another discussion was held – at the behest of Pfeiffer Vacuum – between Pfeiffer Vacuum’s Management Board and the Chairman of the Supervisory Board and the Busch Group. Yet again, this conversation yielded no outcome.
To this day, the Busch Group has not even begun to outline a suitable scheme as to what form a possible concrete cooperation between the two companies would take.
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 German version of 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
Contact
About Pfeiffer Vacuum
For more information, please visit www.group.pfeiffer-vacuum.com
24.04.2017 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG.
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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: | info@pfeiffer-vacuum.de |
| 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 |