Ad-hoc | 3 June 2002 08:31

TePla AG english

Tepla AG: Merger agreement with more profitable PVA Group tentatively reached Ad-hoc-announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. ——————————————————————————– Tepla AG: Merger agreement with more profitable PVA Group tentatively reached Feldkirchen, Germany June 3rd, 2002: TePla AG and PVA Vacuum Equipment GmbH, Asslar, Germany have agreed to merge the activities of their complete organizations. An agreement in principal was signed by both parties formalizing these intentions. In the fiscal year ended December 31st, 2001, the reported combined sales of the two companies were approximately EUR 90 Mio . This would represent a quadrupling of the 2001 sales of TePla AG alone, which were 20.2 Mil. Euro. The sales from the PVA would be primarily of industrial application in nature and would further reduce TePla AG’s dependency on the cyclical nature of the semi- conductor branch. A cyclical downturn last year led to a sales breakdown and a resultant 2.7 Mil. loss in 2001. With a wider branch focus, PVA was able to earn ca. EUR 5 Mio. per year for the last 3 years thereby an maintaining an average return on sales of about 10%. During the negotiations, both of the parties have agreed to valuation relationship, wherein the sales and profitability of PVA in the last couple of years were considered. Based upon the size of PVA in the newly merged organization, the valuation ratio would be established at somewhere between 1:3.5 and 1:4.5. The ground-rules are subject to the usual merger committee rights of reserve. The merger agreement is also subject to the agreement of the TePla stockholders, which will vote on the matter at an extraordinary shareholders meeting in the second half of the calendar year. Should the matter be approved, the committee foresees a merger date retroactive to December 31st, 2001. Contact: Peter Banholzer (IR-Manager), 089/90503-106, E-Mail: peter.banholzer@tepla.com end of ad-hoc-announcement (c)DGAP 03.06.2002 Issuer’s information/explanatory remarks concerning this ad-hoc-announcement: Background Both companies develop and manufacture systems for material processing under high vacuum conditions or in pure gas conditions. With TePla systems, gasses would be electrically charged through a microwave source in the low pressure chamber. The resultant plasma processes the surface of the target material. On the other hand, the systems of PVA use precise controlled heating with temperatures of up to 3.000 “C in a vacuum chamber to change the physical properties of the entire material being processed. Through their endemic technology, both companies pursue the same strategy of identifying niche markets in which they can establish them selves as market leaders. As a result, TePla has been able to establish a firm presence in the US market. PVA, on the other hand, concentrates on the niche markets in Europe, where more than 80% of the Group’s sales were booked. The merger opens the door to an obvious synergistic opportunities through a convergence of their sales channels. TePla would exploit PVA’s broad customer basis to accelerate market penetration of industrial plasma applications. At the same time, PVA can exploit both TePla’s customer basis and their American manufacturing capacity to enable a rapid entry into this market. The wider diversification of the new organization enables a more effective usage of the two companies’ manufacturing capacity. Synergies in R&D and product development of new applications are also expected through the merger. ——————————————————————————– WKN: 746100; ISIN: DE0007461006; Index: Listed: Neuer Markt in Frankfurt; Freiverkehr in Berlin, Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart 030831 Jun 02