Pfeiffer Vacuum Technology AG: Joint statement by Management Board and Supervisory Board
PRESS RELEASEPfeiffer Vacuum Management and Supervisory Boards Advise Shareholders to Not Accept Busch Group's Offer
- 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
Asslar, April 24, 2017. Pursuant to § 27 of the German Securities Acquisition and Takeover Act (WpÜG), the Management and Supervisory Boards of Pfeiffer Vacuum Technology AG ("Pfeiffer Vacuum") today issued their reasoned statement on the offer submitted April 12, 2017 by Pangea GmbH, a company owned by Busch SE ("Busch Group"). The non-coordinated offer followed a failed takeover bid made by the Busch Group to the shareholders of Pfeiffer Vacuum on February 13, 2017. The Management Board and the Supervisory Board are of the opinion that the Busch Group's second offer is again not in the interest of Pfeiffer Vacuum and its shareholders. Both bodies therefore advise the shareholders of Pfeiffer Vacuum to not accept the Busch Group's offer.
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. Pfeiffer Vacuum is strategically, technologically and financially in a very good position to profit from the growth potential in the vacuum industry as an independent enterprise, and to offer shareholders attractive long-term prospects upon the strength of its own resources. Moreover, the company has announced that it will review further options to realize, in the best way possible, these prospects for the shareholders.
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 This Press Release may contain certain future-oriented statements based on current assumptions and prognoses by the corporate management of Pfeiffer Vacuum Technology AG or of companies affiliated with Pfeiffer Vacuum Technology AG. As a result of various known and unknown risks and contingencies, as well as other factors, the actual results, financial position, development or performance of Pfeiffer Vacuum Technology AG and of the companies affiliated with Pfeiffer Vacuum Technology AG may diverge significantly from the appraisals given here. Neither Pfeiffer Vacuum Technology AG nor the companies affiliated with Pfeiffer Vacuum Technology AG accept any obligation to update such future-oriented statements and bring them into line with future events or developments.
This press release is neither an offer to sell nor a solicitation to purchase securities and is not to be taken as such.
Contact Pfeiffer Vacuum Technology AG Investor Relations Eerik Budarz T +49 6441 802 1346 F +49 6441 802 1365Eerik.Budarz@pfeiffer-vacuum.de
About Pfeiffer Vacuum Pfeiffer Vacuum (stock exchange symbol PFV, ISIN DE0006916604) is one of the world's leading providers of vacuum solutions. In addition to a full range of hybrid and magnetically levitated turbopumps, the product portfolio encompasses backing pumps, measurement and analysis devices, components as well as vacuum chambers and systems. Ever since the invention of the turbopump by Pfeiffer Vacuum, the company has stood for innovative solutions and high-tech products that are used in the markets Analytics, Industry, Research & Development, Coating and Semiconductors. Founded in 1890, Pfeiffer Vacuum is globally active today. The company employs a workforce of some 2,500 people and has more than 20 subsidiaries.
For more information, please visit www.group.pfeiffer-vacuum.com
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Company: Pfeiffer Vacuum Technology AG Berliner Str. 43 35614 Asslar
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