EQS-News : u-blox AG: STATEMENT REGARDING TELIT COMMUNICATIONS PLC ('Telit')

 
 EQS Group-News: u-blox AG / Key word(s): Corporate Action 
u-blox AG: STATEMENT REGARDING TELIT COMMUNICATIONS PLC ('Telit') 
 
2021-01-07 / 21:00 
 
*Ad Hoc Press release* 
 
*NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR 
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSITUTE A VIOLATION OF 
THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT DOES NOT 
CONSTITUTE A TAKEOVER OFFER OR AN OFFER OF SECURITIES. NO OFFER OR SALE OF 
SECURITIES MAY OCCUR IN THE UNITED STATES UNLESS THE TRANSACTION HAS BEEN 
REGISTERED UNDER THE US SECURITIES ACT OF 1933 OR IS EXEMPT FROM 
REGISTRATION THEREUNDER.* 
 
*THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN 
OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") 
AND THERE CAN BE NO CERTAINTY THAT A FIRM OFFER WILL BE MADE. 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION* 
 
*For immediate release* 
 
*STATEMENT REGARDING TELIT COMMUNICATIONS PLC ("Telit")* 
 
*Thalwil, Switzerland - 7 January 2021 -* u-blox Holding AG ("u-blox") 
(SIX:UBXN,OTC:UBLXF) notes Telit's announcement on 7 January 2021 and 
confirms that it has received a letter from Telit, terminating discussions 
regarding a possible combination between the parties. 
 
u-blox believes that a combination of the two entities has strong strategic 
rationale and could result in substantial synergies, to the benefit of both 
sets of shareholders, through the combined product offering, and scale 
benefits in areas including innovation, sales and global distribution 
channels. 
 
As announced on 20 November 2020, u-blox had proposed a possible all-share 
combination with an offer price of GBP2.50 per Telit share. u-blox believes 
that this price is a compelling proposition for Telit's shareholders. u-blox 
remains open to discussing with the Board of Telit the strategic benefits of 
a combination between the two companies. 
 
Pursuant to Rule 2.5 of the Code, the terms of any possible offer by u-blox 
for Telit remain subject to the express reservations set out in u-blox's 
announcement dated 20 November 2020. There can be no certainty that any 
transaction will ultimately be forthcoming. In accordance with Rule 2.6(a) 
of the Code, u-blox is required, by no later than 5.00 pm (London time) on 
18 January 2021, to either announce a firm intention to make an offer for 
Telit in accordance with Rule 2.7 of the Code or announce that it does not 
intend to make an offer, in which case the announcement will be treated as a 
statement to which Rule 2.8 of the Code applies. This deadline can be 
extended with the consent of the Panel on Takeovers and Mergers, on Telit's 
request, in accordance with Rule 2.6(c) of the Code. 
 
*About u-blox* 
u-blox (SIX:UBXN) is a global technology leader in positioning and wireless 
communication in automotive, industrial, and consumer markets. Their smart 
and reliable solutions, services and products let people, vehicles, and 
machines determine their precise position and communicate wirelessly over 
cellular and short range networks. With a broad portfolio of chips, modules, 
and secure data services and connectivity, u-blox is uniquely positioned to 
empower its customers to develop innovative and reliable solutions for the 
Internet of Things, quickly and cost-effectively. With headquarters in 
Thalwil, Switzerland, the company is globally present with offices in 
Europe, Asia, and the USA. (www.u-blox.com [1]) 
 
*Enquiries:* 
*Credit Suisse, financial adviser to u-blox* 
Philippe Cerf 
 
Ben Deary 
 
Phone: [phone] 
 
*u-blox investor relations contacts:* 
 
*Switzerland and Europe:* 
Doris Rudischhauser, c/o Dynamics Group AG 
Phone: [phone] 
E-mail: [e-mail] 
 
*US:* 
Jeehae Linford, c/o The Equity Group Inc. 
Phone: [phone] 
E-mail: [e-mail] 
 
*u-blox AG* 
Zürcherstrasse 68 
8800 Thalwil 
Switzerland 
Phone [phone] 
Fax [phone] 
[e-mail] 
www.u-blox.com [2] 
 
*Important notices * 
 
In accordance with Rule 26.1 of the Code, a copy of this announcement will 
be available on 
u-blox's website at (www.u-blox.com). The content of the website referred to 
in this announcement is not incorporated into and does not form part of this 
announcement. 
 
This communication is not intended to and does not constitute an offer to 
buy or the solicitation of an offer to subscribe for or sell or an 
invitation to purchase or subscribe for any securities or the solicitation 
of any vote in any jurisdiction. The release, publication or distribution of 
this communication in whole or in part, directly or indirectly, in, into or 
from certain jurisdictions may be restricted by law and therefore persons in 
such jurisdictions should inform themselves about and observe such 
restrictions. 
 
The distribution of this announcement in jurisdictions outside the United 
Kingdom may be restricted by law and therefore persons into whose possession 
this announcement comes should inform themselves about, and observe, such 
restrictions. Any failure to comply with the restrictions may constitute a 
violation of the securities law of any such jurisdictions. 
 
Credit Suisse International ("*Credit Suisse*"), which is authorised by the 
Prudential Regulation Authority and regulated by the Financial Conduct 
Authority and the Prudential Regulation Authority in the UK, is acting as 
lead financial adviser exclusively for u-blox and no one else in connection 
with the matters set out in this announcement and will not be responsible to 
any person other than u-blox for providing the protections afforded to 
clients of Credit Suisse, nor for providing advice in relation to the 
content of this announcement or any matter referred to herein. Neither 
Credit Suisse nor any of its subsidiaries, branches or affiliates owes or 
accepts any duty, liability or responsibility whatsoever (whether direct or 
indirect, whether in contract, in tort, under statute or otherwise) to any 
person who is not a client of Credit Suisse in connection with this 
announcement, any statement contained herein or otherwise. 
 
*Disclaimer* 
 
This announcement contains certain forward-looking statements. Such 
forward-looking statements reflect the current views of management and are 
subject to known and unknown risks, uncertainties and other factors that may 
cause actual results, performance or achievements of the u-blox Group to 
differ materially from those expressed or implied. These include risks 
related to the success of and demand for the Group's products, the potential 
for the Group's products to become obsolete, the Group's ability to defend 
its intellectual property, the Group's ability to develop and commercialize 
new products in a timely manner, the dynamic and competitive environment in 
which the Group operates, the regulatory environment, changes in currency 
exchange rates, the Group's ability to generate revenues and profitability, 
and the Group's ability to realize its expansion projects in a timely 
manner. Should one or more of these risks or uncertainties materialize, or 
should underlying assumptions prove incorrect, actual results may vary 
materially from those described in this announcement. u-blox is providing 
the information in this announcement as of this date and does not undertake 
any obligation to update any forward-looking statements contained in it as a 
result of new information, future events or otherwise. 
 
*Disclosure requirements of the Code * 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of 
any class of relevant securities of an offeree company or of any securities 
exchange offeror (being any offeror other than an offeror in respect of 
which it has been announced that its offer is, or is likely to be, solely in 
cash) must make an Opening Position Disclosure following the commencement of 
the offer period and, if later, following the announcement in which any 
securities exchange offeror is first identified. An Opening Position 
Disclosure must contain details of the person's interests and short 
positions in, and rights to subscribe for, any relevant securities of each 
of (i) the offeree company and (ii) any securities exchange offeror(s). An 
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be 
made by no later than 3.30 pm (London time) on the 10th business day 
following the commencement of the offer period and, if appropriate, by no 
later than 3.30 pm (London time) on the 10th business day following the 
announcement in which any securities exchange offeror is first identified. 
Relevant persons who deal in the relevant securities of the offeree company 
or of a securities exchange offeror prior to the deadline for making an 
Opening Position Disclosure must instead make a Dealing Disclosure. 
 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 
1% or more of any class of relevant securities of the offeree company or of 
any securities exchange offeror must make a Dealing Disclosure if the person 
deals in any relevant securities of the offeree company or of any securities 
exchange offeror. A Dealing Disclosure must contain details of the dealing 
concerned and of the person's interests and short positions in, and rights 
to subscribe for, any relevant securities of each of (i) the offeree company 
and (ii) any securities exchange offeror, save to the extent that these 
details have previously been disclosed under Rule 8. A Dealing Disclosure by 
a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm 
(London time) on the business day following the date of the relevant 
dealing. 
 
If two or more persons act together pursuant to an agreement or 
understanding, whether formal or informal, to acquire or control an interest 
in relevant securities of an offeree company or a securities exchange 
offeror, they will be deemed to be a single person for the purpose of Rule 
8.3. Opening Position Disclosures must also be made by the offeree company 

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