EPCOS AG made an offer to acquire Tronics Microsystems S.A. (ENXTPA:ALTRO) from a group of sellers for €45.9 million in cash on August 1, 2016. The group of sellers include Sercel SA, Aster Capital Partners SAS, Innovation Capital SAS, Omnes Capital S.A.S., CEA Investissement SA, Thales Avionics SAS and founders. EPCOS will acquire all the outstanding shares of Tronics for €13.20 per share. The tender offer is expected to be filed at the beginning of September 2016. The transaction is subject to approval from French Ministry of Economy and Finance. The completion is conditional upon EPCOS obtaining 66.67% of the Tronics shares. Tronics' Supervisory Board unanimously recommended the offer. Thales Avionics informed EPCOS that it wishes to remain a strategic shareholder of Tronics. The offer will run from November 10, 2016 to December 14, 2016.

Consequently, EPCOS and Thales Avionics have initiated discussions to set forth the terms and conditions of their possible future relationships in relation to Tronics, and have agreed, subject to the condition precedent of the success of the tender offer, to enter into a shareholders' agreement at the close of the offer. Ministry of Economy, Industry, and Digital in France approved the tender offer. As of December 14, 2016, EPCOS acquired 72.38% stake in Tronics thus exceeding the defined 65.41% success threshold for the offer. The settlement of the tender offer will occur on December 27, 2016. The tender offer will automatically reopen in the beginning of January 2017 for a period of 10 trading days. If, at the end of the reopened tender offer, EPCOS2 holds more than 95% of the capital and voting rights of Tronics, EPCOS will have the right to implement a squeeze-out procedure.

Hubert Chevrinais of Gimar & Cie acted as the financial advisor and Olivier Huyghues Despointes, Alix de Montchenu, Nadira Kayouech, Loïc Védie, Vincent Vialard and Patrick Mele of Darrois Villey Maillot Brochier acted as the legal advisor for Tronics and the sellers. Eric Favier, Antoine Tanguy of PricewaterhouseCoopers Transaction Services Germany acted as the financial advisor and Jean-Marc Franceschi, Arnaud Deparday, Andrea Segura, Bruno Knadjian and Pierre DenizotHeller of Hogan Lovells International LLP acted as the legal advisor for TDK Corporation. Ledouble SAS acted as fairness opinion provider for Tronics. Kepler Cheuvreux acted as presenting bank in the deal. Julien Wagmann and Pierre-Antoine Degrolard of August and Debouzy and Julien Mougel of Gate Avocats acted as legal advisors to Thales Avionics. August et Debouzy acted as legal advisor to Tronics Microsystems.

EPCOS AG completed the acquisition of Tronics Microsystems S.A. (ENXTPA:ALTRO) from Sercel SA, Aster Capital Partners SAS, Innovation Capital SAS, Omnes Capital S.A.S., CEA Investissement SA, Thales Avionics SAS and founders on January 10, 2017. The board of Tronics is resigned following the completion of tender offer. The new supervisory board includes unanimously elected Peter Balzer as a Chairman while Karsten Loewe, Christoph Scheuren are elected as members of board. Thales Avionics SAS is represented by Marc Duval-Destin in board.