Electronics Production | August 30, 2010

OEP with voluntary public takeover offer for Smartrac

Smartrac N.V. and One Equity Partners (OEP), have signed a foundation agreement today, which has the aim of common strategic cooperation and the entry of OEP as major shareholder of Smartrac.
In this context, OEP will launch a voluntary public takeover offer to Smartrac shareholders at an offer price of 20.00 Euro per share. The offer is supported by Smartrac’s management board and supervisory board. Smartrac’s successful business model will be further expanded consistently.

Public takeover offer to the shareholders

OEP intends, through OEP Technologie B.V., an acquisition company controlled by it, to launch a voluntary public takeover offer to Smartrac shareholders and will offer a price of EUR 20.00 per share in cash. The acceptance period for the offer will begin after approval of the submitted offer document by the German Federal Financial Supervisory Authority (BaFin), which is likely to be granted at the beginning of October 2010.

The closing of the transaction will only be subject to antitrust clearance and approval by the German Federal Ministry of Economics and Technology; i.e., the offer will not be subject to a minimum acceptance rate or any other conditions.

Support of the offer by management and supervisory board

The members of the management board, Dr. Christian Fischer and Manfred Rietzler, and the supervisory board support the offer.

"We consider the foundation agreement with OEP as an ideal solution for our further growth strategy. OEP is a very trusted and strong partner. The partnership with OEP will provide us with the necessary financial flexibility to create value for all of our stakeholders, especially for our customers and employees, and to further enlarge our leading market position,” said Dr. Christian Fischer, CEO of Smartrac.

The members of the management board will tender a combined stake of approximately 3.5% in the offer from OEP. In addition, Mr. Rietzler will agree to pool another 10.57% of his stake with OEP. OEP regards it as particularly important that Dr. Christian Fischer will continue to lead the company as CEO and pursue the successful growth path of Smartrac. The foundation agreement stipulates that OEP and Smartrac, subject to the approval of Smartrac’s shareholders’ meeting, aim to grant OEP one to two seats on the supervisory board depending on the size of its shareholding.


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