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2016-04-01

Okmetic Oyj: National Silicon Industry Group announces a voluntary recommended Public Tender Offer for all shares and option rights in Okmetic Oyj

OKMETIC OYJ STOCK EXCHANGE RELEASE 1 APRIL 2016 AT 11.45 A.M.

NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART,
IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN
WHICH THE TENDER OFFER OR SUCH RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY
APPLICABLE LAW OR REQUIRE OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN
ADDITION TO THOSE REQUIRED UNDER FINNISH LAW.

NATIONAL SILICON INDUSTRY GROUP ANNOUNCES A VOLUNTARY RECOMMENDED PUBLIC
TENDER OFFER FOR ALL SHARES AND OPTION RIGHTS IN OKMETIC OYJ

Okmetic Oyj ("Okmetic") and National Silicon Industry Group ("NSIG") have on 1
April 2016 entered into a Combination Agreement pursuant to which NSIG,
either directly or through a wholly-owned indirect subsidiary of NSIG
(jointly, the "Offeror"), will make a voluntary public tender offer to
purchase all of the issued and outstanding shares and option rights in
Okmetic that are not owned by Okmetic or any of its subsidiaries (the "Tender
Offer").

The price offered for each share validly tendered in the Tender Offer will be
EUR 9.20 in cash. In addition, in the Combination Agreement it has been
agreed that the Board of Directors of Okmetic will propose an aggregate
dividend of EUR 0.65 per share to be declared by Okmetic's Annual General
Meeting to be held on 7 April 2016. The dividend of EUR 0.65 per share will
be paid to Okmetic shareholders on or about 18 April 2016 and will not reduce
the price offered for the shares.

The offer price of EUR 9.20 together with the proposed dividend of EUR 0.65
per share, EUR 9.85 in the aggregate, represents a premium of approximately
29.6 percent compared to the closing price of the Okmetic shares on Nasdaq
Helsinki Ltd. ("Nasdaq Helsinki") on 31 March 2016, the last trading day
before the announcement of the Tender Offer; a premium of approximately 39.4
percent compared to the volume-weighted average trading price of the shares
on Nasdaq Helsinki during the 3-month period preceding the date of the
announcement of the Tender Offer; and a premium of approximately 38.9 percent
compared to the volume-weighted average trading price during the 12-month
period preceding the date of the announcement of the Tender Offer. Based
solely on the offer price of EUR 9.20 per share, the corresponding premium
would be approximately 21.1 percent compared to the closing price of the
Okmetic shares on Nasdaq Helsinki on the last trading day before the
announcement of the Tender Offer, and approximately 30.2 percent compared to
the 3-month and approximately 29.7 percent compared to the 12-month
volume-weighted average trading price of the Okmetic shares on Nasdaq
Helsinki preceding the date of the announcement of the Tender Offer.

The price offered for each option right granted under Okmetic's 2013 option
plan for the management, validly tendered in the Tender Offer, will be EUR
4.22 in cash for each 2013 A option right and EUR 3.97 in cash for each 2013
B option right, however, in both cases increased by the amount of the
dividend per share to be declared and paid pursuant to the proposal by the
Board of Directors of Okmetic up to EUR 0.65.

Certain of the largest shareholders of Okmetic, Accendo Capital SICAV SIF,
Ilmarinen Mutual Pension Insurance Company, Oy Ingman Finance Ab, Mandatum
Life Insurance Company Limited and Kaleva Mutual Insurance Company, as well
as the members of the Board of Directors and the Executive Management Group
of Okmetic, representing jointly approximately 29.9 percent of the
outstanding shares and votes in Okmetic as well as 92.9 percent of the
outstanding option rights, have, subject to certain customary conditions,
irrevocably undertaken to accept the Tender Offer.

The Board of Directors of Okmetic has unanimously decided to recommend the
shareholders and holders of option rights to accept the Tender Offer. The
Board of Directors will issue its complete statement on the Tender Offer in
accordance with the Finnish Securities Market Act before the publication of
the tender offer document.

In order to support its assessment of the Tender Offer, the Board of Directors
of Okmetic has requested from Okmetic's financial advisor, UBS Limited, a
fairness opinion regarding the Tender Offer.

BACKGROUND AND REASONS FOR THE TENDER OFFER

NSIG is an industry holding company in the People's Republic of China (the
"PRC" or "China") focusing on investment and development of semiconductor
equipment and materials. NSIG is owned by five shareholders: National
Integrated Circuit Industry Investment Fund Co., Ltd., Shanghai Guosheng
(Group) Limited, Shanghai SummitView Integrated Circuit Equity Investment
Partnership, Shanghai SIMIC Co., Ltd. and Shanghai Jiading Industrial
Development Zone (Group) Co., Ltd. NSIG's target is to establish a major
industrial player in the global semiconductor sector (especially silicon and
its ecosystems) through both the PRC domestic investments and outbound
mergers and acquisitions.

Okmetic specializes in product development, production and trade of materials
in the electronics industry both in Finland and abroad as well as consulting,
service and design activities relating to the above operations and materials
used in the field of business. Okmetic is one of the leading specialty
silicon wafers producers and suppliers globally. The tailored, high
value-added silicon wafers of Okmetic are used in the manufacture of sensors
as well as discrete semiconductors and analog circuits. Okmetic's strategic
objective is profitable growth driven by a product portfolio designed to meet
customers' current and future technology needs.

Okmetic is headquartered in Vantaa, Finland. Currently, Okmetic has a
manufacturing plant in Vantaa and contract manufacturers in China and Japan.
As announced on 1 April 2016, Okmetic has on 31 March 2016 sold its plant
located in Allen, the United States, that focused on epitaxial deposition of
silicon wafers.

It is NSIG's intention to strongly support Okmetic's growth and the future of
the Vantaa plant. NSIG also aims to retain the existing management team and
employees of Okmetic on their current employment terms in order to ensure
that Okmetic will continue on its current development path also post-Tender
Offer.

NSIG believes that the acquisition will further strengthen Okmetic's worldwide
distribution platform, especially in the rapidly growing Chinese
semiconductor market. Okmetic's unique technological capabilities combined
with NSIG's local market knowledge and access to funding, will significantly
accelerate Okmetic's development. In addition, NSIG believes that the proven
expertise and experience of Okmetic's management and the company's excellent
financial performance in a tough industry will continue to be major growth
drivers and success factors of the company.

"We are delighted about the opportunity to invest in Okmetic, a Finnish
specialty silicon wafer manufacturer", commented Dr. Xi Wang, the Chairman of
the Board of Directors of NSIG.

Dr. Wang continues: "Okmetic is a great company supplying high value added
silicon wafers for the manufacture of sensors, discrete semiconductors and
analog circuits. Okmetic has a tradition of continuous technological
innovation to serve its customer needs. NSIG intends to support Okmetic by
further investing in its R&D and technology improvements in Finland,
developing the business globally, and strengthening Okmetic's position in the
Chinese market. We look forward to welcoming the Okmetic management and staff
into the NSIG family with the firm intention of building on Okmetic's strong
track record of achievement as an industry leader."

"Okmetic has undergone a successful transformation over the last few years and
has been able to deliver outstanding total shareholder returns during times
of high price pressure in the industry. Having carefully assessed the terms
and conditions of the Tender Offer, the Board of Directors of Okmetic has
concluded that entering into the Combination Agreement is in the interest of
the shareholders and holders of option rights of Okmetic. Our assessment is
that the Tender Offer is favorable to our shareholders and holders of option
rights compared to continuing Okmetic as a standalone company or,
alternatively, compared to other strategic alternatives that may be
available," says Jan Lång, Chairman of the Board of Okmetic.

"We are confident that NSIG's position in the semiconductor industry will
provide Okmetic with strengthened resources for growth and, thus, support
Okmetic's role as one of the key players within the silicon wafer industry.
Okmetic has exceptional knowhow and high-class technical expertise, which
will continue to carry Okmetic's future development," Lång concludes.

THE TENDER OFFER IN BRIEF

The price offered for each share validly tendered in the Tender Offer is EUR
9.20 in cash. The dividend of EUR 0.65 per Okmetic share to be proposed by
the Board of Directors of Okmetic to Okmetic's Annual General Meeting of 7
April 2016 and paid prior to the closing of the Tender Offer shall not reduce
the above offer price.

The price offered for each option right granted under Okmetic's 2013 option
plan for the management, validly tendered in the Tender Offer, will be EUR
4.22 in cash for each 2013 A option right and EUR 3.97 in cash for each 2013
B option right, however, in both cases increased by the amount of the
dividend per share to be declared and paid pursuant to the proposal by the
Board of Directors of Okmetic up to EUR 0.65.

The acceptance period under the Tender Offer is expected to commence by 22
April 2016 and to run for five (5) to six (6) weeks. The Offeror reserves the
right to extend the offer period from time to time in accordance with the
terms and conditions of the Tender Offer.

The completion of the Tender Offer will be subject to the satisfaction or
waiver by the Offeror of the following conditions:

1) the valid tender of outstanding shares representing (together with any
outstanding shares that may be held by the Offeror or the parties referred to
in chapter 18, section 1.2 of the Finnish Limited Liability Companies Act) at
least ninety (90) percent of the issued and outstanding shares and votes of
Okmetic (excluding for the avoidance of doubt the shares held by the company
or its subsidiaries), fully diluted for the outstanding option rights (except
for the option rights validly tendered or held by the Offeror or the parties
referred to in chapter 18, section 1.2 of the Finnish Limited Liability
Companies Act);

2) no Material Adverse Change (as defined in the Combination Agreement) in
Okmetic having occurred after 1 April 2016 and still existing on the date
when the other conditions to completion of the Tender Offer have been
satisfied;

3) the Combination Agreement not having been terminated in accordance with its
terms; and

4) the Board of Directors of Okmetic having issued a recommendation to the
shareholders and holders of the option rights to accept the Tender Offer and
such recommendation not having been withdrawn or changed in a manner
detrimental to the Offeror.

The Offeror has concluded that the completion of the Tender Offer does not
require regulatory approvals from any competition authorities. As soon as
possible after this announcement of the Tender Offer the Offeror will make
procedural filings with the PRC National Development and Reform Commission or
its local branch, the PRC Ministry of Commerce or its local branch and the
State Administration of Foreign Exchange. However, the completion of the
Tender Offer is not conditional upon receipt of any regulatory approvals.

The Offeror has secured financing for the Tender Offer through cash on NSIG's
balance sheet and committed unconditional equity funding by its shareholder.
The completion of the Tender Offer is not conditional upon financing.

The detailed terms and c...

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