Meyer-Burger purchased 11.3% of Roth & Rau shares from key shareholders through share purchase and share exchange contracts. A voluntary public takeover offer is being made at EUR22/share in cash. Meyer Burger plans to expand its technologies for the photovoltaics wafering to solar module supply chain, with Roth & Rau comprising the company’s cell technology group.
April 11, 2011 — Meyer Burger Technology Ltd (MBTN), and through subsidiaries, respectively, acquired a total participation of 7.4% of the share capital of Roth & Rau AG (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 (CEO), Prof Dr Silvia Roth and from Dr Bernd Rau on 10 April 2011. In conjunction with these contracts, Meyer Burger issued 840802 new registered shares out of its authorized share capital. The first trading day of these shares at SIX Swiss Exchange is expected to be April 13, 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 EUR22 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. The Executive Board and the Board of Directors of Roth & Rau support the offer by Meyer Burger.
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. Besides his function as the CEO of Roth & Rau AG, Dr Roth acts as a member of the board of trustees of the Fraunhofer Institute for Solar Energy Systems (ISE) in Freiburg and as member of the advisory committee of the AiF Arbeitsgemeinschaft industrieller Forschungsvereinigungen “Otto von Guericke” e.V. (German Federation of Industrial Research Federations).
Meyer Burger 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 brings a 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.
The planned consolidation of both companies will give rise to an all-round system supplier covering all key technology steps within the photovoltaics value chain from solar silicon through to complete solar energy systems, mainly in the production processes of wafering, solar cells and solar modules. Roth & Rau will thus close the gap between wafering and solar modules and will in future form the core of the new “Cells” technology and competence centre at the Meyer Burger Group. As a “company within the Meyer Burger Group,” Roth & Rau will continue to be run as a proprietary technology competence center and operating German company at its main location in Hohenstein-Ernstthal.
“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, Peter Pauli, CEO of Meyer Burger Technology Ltd, comments.
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.
Advisors to Roth & Rau AG are Willkie Farr & Gallagher, Orth Kluth and Credit Suisse.
Meyer Burger provides systems and production lines for photovoltaics in the solar industry, and for the semiconductor and optics industries. Meyer Burger has its headquarters and the production facility of MB Wafertec (Meyer Burger Ltd) in Switzerland, while the group companies, Meyer Burger Automation GmbH, Hennecke Systems GmbH and AMB Apparate + Maschinenbau GmbH have their headquarters and production facilities in Germany. Diamond Materials Tech, Inc. has its headquarters in Colorado Springs, CO, USA. The production facilities of 3S Modultec, 3S Photovoltaics and Pasan are also located in Switzerland, while Somont is located in Germany. Meyer Burger Group has also subsidiaries and own service centres in Germany, Norway, Spain, USA, China, Japan, Singapore, South Korea, Taiwan and India. The registered shares of Meyer Burger Technology Ltd are listed on SIX Swiss Exchange (Ticker: MBTN). Learn more at www.meyerburger.com.
Roth & Rau AG, based in Hohenstein-Ernstthal, supplies production equipment and innovative production technologies for the photovoltaics industry, providing antireflective coating systems and turnkey production lines for use in the manufacture of crystalline silicon solar cells. Further products include thermal processing systems also used in the manufacture of crystalline silicon solar cells, as well as coating systems and turnkey production lines for the manufacture of thin film solar modules. Roth & Rau MicroSystems, a subsidiary located in the Wüstenbrand district, develops and produces process systems for plasma and ion beam enhanced thin film and surface processing methods tailored to customers’ specific needs. The bearer shares are listed at the German Stock Exchange (Ticker: R8R). Learn more at www.roth-rau.com.
Source: Average share price according to Bloomberg.
This announcement is not intended for distribution to persons in the United States of America. The Securities of Meyer Burger Technology LTD have not been and will not be registered under the United States Securities Act of 1944, as amended, or any state securities laws and may not be offered, sold, or delivered within the United States or to US persons absent registration under or an applicable exemption from the registration requirements of the United States Securities Laws.