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Public Tender Offer by TDK Subsidiary EPCOS to Acquire Tronics Successful

Published: Dec 22,2016

TDK Corporation and Tronics Microsystems SA jointly announced today that the all-cash public tender offer launched by TDK’s wholly-owned subsidiary EPCOS AG (EPCOS) was successfully closed on December 14, 2016.

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EPCOS, a leading manufacturer of electronic components, modules and systems based in Munich, Germany, acquired 72.38% of the outstanding shares at a price of EUR 13.20 per share, thus exceeding the defined 65.41% success threshold for the offer. The acquisition of these shares represents a value of approximately EUR 33.432 million. The settlement of the tender offer will occur on December 27, 2016.

Thales Avionics, which holds a 20.9% stake in Tronics, will remain a strategic shareholder of Tronics. After the closing of the successful offer, Thales Avionics and EPCOS will hold in aggregate 93.30% of the capital and 88.88% of the voting rights of Tronics. The two companies will enter into a shareholders’ agreement to act in concert, which will take effect at the closing of the reopened tender offer in accordance with the terms summarized in the offer documentation.

The tender offer will automatically reopen in the beginning of January 2017 for a period of 10 trading days. The offer price per share will remain unchanged at EUR 13.20 and represents a 78.4% premium over Tronics’ closing share price on July 7, 2016, the trading day immediately preceding the stock trading suspension, and a 62.1% premium to the volume-weighted average price during the last 60 trading days prior to this suspension.

The composition of the Supervisory Board of Tronics will be revised to reflect the new shareholding structure of Tronics.

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