TE Connectivity acquires majority share of First Sensor AG
March 12, 2020
March 12, 2020
TE Connectivity Ltd. (NYSE: TEL), a global industrial technology company with leading positions in connectivity and sensing solutions, completed its public takeover offer of First Sensor AG (XTRA: SIS). TE now holds 71.87% shares of First Sensor.
First Sensor, founded as a technology start-up in the early 1990s, is a global player in sensor technology. With its expertise in chip design and production, as well as microelectronic packaging, it develops and produces standard sensors and customer-specific sensor solutions in the fields of photonics, pressure and advanced electronics for applications within the industrial, medical and transportation markets. It has six German locations along with development, production and sales sites in the USA, Canada, China, the Netherlands, Great Britain, France, Sweden and Denmark, along with a worldwide partner network.
In combining the First Sensor and TE portfolios, TE will be able to offer an even broader product base, including innovative, market-leading sensors, connectors and systems plus best-in-class capabilities, that supports the growth strategy of TE’s sensors business and TE Connectivity as a whole. First Sensor provides market expansion opportunity with optical sensing applications for industrial, heavy truck and auto applications.
“The business combination with First Sensor is yet another milestone in TE Connectivity’s commitment to being a leader in the sensor space and continuing to provide customers with a high level of product innovation and service,” said John Mitchell, senior vice president and general manager of TE’s sensors business. “The First Sensor team’s capabilities, as well as their products, strongly align with the markets we serve and create greater opportunity to serve our customers.”
About First Sensor
Founded as a technology start-up in the early 1990s, today, First Sensor is a global player in sensor technology. With our expertise in chip design and production as well as microelectronic packaging, we develop and produce standard sensors and customer-specific sensor solutions in the fields of photonics, pressure and advanced electronics for the ever-growing demand in key applications for the target markets of Industrial, Medical and Mobility. With around 1,000 employees, we are represented at six German locations and also have development, production and sales sites in the USA, Canada, China, the Netherlands, Great Britain, France, Sweden and Denmark along with a worldwide partner network. First Sensor AG has been listed in the Prime Standard segment on the Frankfurt Stock Exchange since 1999. For more information please visit www.first-sensor.com.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of First Sensor AG (the "Company"). The definite terms and conditions of the public takeover offer, as well as further provisions concerning the public takeover offer, are published in the offer document, the publication of which has been permitted by the German Federal Financial Supervisory Authority (BaFin). Investors and holders of shares in the Company are strongly advised to read the offer document and all other relevant documents regarding the public takeover offer when they become available, since they will contain important information. The public takeover offer has been issued exclusively under the laws of the Federal Republic of Germany, in particular according to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and certain applicable provisions of U.S. securities law. The public takeover offer documentation has additionally been published at www.sensor-offer.com. Any contract that is concluded on the basis of the public takeover offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
To the extent permissible under applicable law or regulation, TE Connectivity Sensors Germany Holding AG and its affiliates or brokers (acting as agents TE Connectivity Sensors Germany Holding AG or its affiliates, as applicable) may from time to time, during or after the period in which the public takeover offer remains open for acceptance, and other than pursuant to the public takeover offer, directly or indirectly purchase, or arrange to purchase, shares of the Company, that may be the subject of the public takeover offer, or any securities that are convertible into, exchangeable for or exercisable for shares of the Company. Any such purchases, or arrangements to purchase, will comply with all applicable German rules and regulations and Rule 14e-5 under the U.S. Securities Exchange Act to the extent applicable. Information about such purchases will be disclosed in Germany to the extent required by applicable law. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information also will be deemed to be publicly disclosed in the United States. In addition, the financial advisors to TE Connectivity Sensors Germany Holding AG may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
With respect to U.S. holders, please note that the public takeover offer is subject to disclosure and other procedural requirements, including with respect to the public takeover offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, that are different from those applicable under U.S. domestic tender offer procedures and laws. In addition, the receipt of cash pursuant to the public takeover offer by a U.S. holder of the Company’s shares may be a taxable transaction for U.S. federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of Company shares is urged to consult his independent professional advisor regarding the tax consequences of accepting the public takeover offer. Neither the U.S. Securities and Exchange Commission nor any securities commission of any state of the United States has (a) approved or disapproved the public takeover offer or (b) passed upon the merits or fairness of the public takeover offer. Any representation to the contrary is a criminal offence in the United States.
TE Connectivity is a $13 billion global industrial technology leader creating a safer, sustainable, productive, and connected future. Our broad range of connectivity and sensor solutions, proven in the harshest environments, enable advancements in transportation, industrial applications, medical technology, energy, data communications, and the home. With nearly 80,000 employees, including more than 8,000 engineers, working alongside customers in approximately 150 countries, TE ensures that EVERY CONNECTION COUNTS.