First Sensor : Executive Board and Supervisory Board Recommend Accepting Voluntary Public Takeover Offer from TE Connectivity (more)

2019-07-18

The Executive Board and Supervisory Board of First Sensor AG, a developer and manufacturer of standard products and customer-specific sensor solutions, today issued a joint statement on the voluntary public takeover offer for all its outstanding shares from TE Connectivity Sensors Germany Holding AG ('the bidder'), a wholly-owned subsidiary of TE Connectivity Ltd. ('TE'). In their statement they recommend that shareholders of First Sensor AG accept the offer that has been running since July 8, 2019. The full statement is available here.

Both bodies are of the opinion that the offer price of €28.25 per First Sensor share reflects the value of the company. The cash offer includes a significant premium of 14.6% on the closing price on May 24, 2019, the last trading day before First Sensor confirmed negotiations with the bidder concerning a business combination agreement, and 31.7% on the volume-weighted average XETRA price of First Sensor shares over the last three months on the same day. Furthermore, the Executive Board and Supervisory Board regard it as a weighted index of financial appropriateness that various anchor investors in First Sensor, who hold a cumulative stake of approximately 67%, accepted the same price in irrevocable agreements on the day on which the decision to submit the takeover offer was announced.

The Executive Board and Supervisory Board also welcome the fact that in signing the business combination agreement, the bidder has established a sound footing for core objectives and intentions. They view the assurances that have been given concerning the company as positive. Among other things, the bidder has not expressed any intention to sell the business or any significant parts of First Sensor. The bodies are convinced that with its size and expertise, the bidder offers First Sensor the opportunity to apply its existing know-how in the fields of pressure and photonics in a largely complementary way across an extensive product portfolio. At the same time, its global presence will make it possible to press ahead with the internationalization of First Sensor's solutions and standards business and gain new key customers even more quickly. Consequently, the Executive Board and Supervisory Board regard the bidder as a strategic partner that will continue the trajectory of profitable growth established by First Sensor.

'Now that the Executive Board and Supervisory Board have carefully examined the bid documents, we have separately come to the shared conclusion that the offer is appropriate both from a financial perspective and with a view to the current and future development of First Sensor,' commented Dirk Rothweiler, CEO of First Sensor AG. 'Overall, the offer reflects the essential elements set out in the business combination agreement and reinforces our view that the planned combination of our companies will support and accelerate the growth of the First Sensor Group and our workforce.'

The acceptance period for the voluntary takeover offer is scheduled to end at midnight in Frankfurt am Main (GMT +1) and 6:00 pm in New York (GMT -4) on September 2, 2019. The bid documents can be viewed at www.sensor-offer.com.

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