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Takeover offer Toyota Industries Corporation - Uster Technologies AG
February 21, 2012. Uster Technologies AG (Uster), Uster | Switzerland, and Toyota Industries Corporation (Toyota), Nagoya | Japan, jointly announced that they have signed a transaction agreement regarding the takeover offer launched by Toyota.
On November 8, 2011, Toyota published a pre-announcement of the public takeover offer for all publicly held shares of Uster with an offer price of CHF 38.00. This announcement came after entering into a purchase agreement between Toyota and the private equity fund Alpha regarding the purchase of a 21.88% stake in Uster for CHF 38.00 per share. This purchase was closed on February 15, 2012, and Toyota held then 50.34% of the share capital of Uster. Under the terms of the transaction agreement, Toyota agreed to increase the offer price to CHF 44.00 net per Uster share and to vote for a dividend of CHF 2.50 per Uster share. Such dividend will not be deducted from the increased offer price. The total consideration of CHF 46.50 per Uster share represents an increase of 22.4% against Toyota's initial offer price, a 32.9% premium to Uster’s closing price on November 7, 2011 (last trading day prior to the pre-announcement of the tender offer), and an equity value of Uster of CHF 393 million.
Uster Technologies is advised by Homburger. The Homburger team is led by partner Frank Gerhard (Corporate | M&A) and includes associate Emanuel Dettwiler (Corporate | M&A) and partner Gerald Brei (Competition).
For more information please visit www.homburger.ch
