SCHAFFNER HOLDING AG
Schaffner Holding AG / Key word(s): Mergers & Acquisitions Ad hoc announcement pursuant to Art. 53 LR Schaffhausen/Luterbach, Switzerland – December 14, 2023 – TE Connectivity Ltd. (NYSE: TEL) today announces the settlement of its public tender offer for all publicly held shares of Schaffner Holding (SIX: SAHN). TE Connectivity currently holds 627'658 Schaffner shares. This corresponds to a participation of 98.7% of the issued share capital and voting rights of Schaffner Holding. TE Connectivity will initiate a squeeze-out procedure and file a claim for cancellation of the remaining publicly held shares of Schaffner Holding with the competent court. Following the final judgment on the cancellation of the remaining Schaffner Holding shares held by the public, the offer price will be disbursed to the remaining shareholders in cash as compensation for their cancelled shares. Furthermore, Schaffner Holding has submitted an application to SIX Exchange Regulation AG for the delisting of Schaffner Holding shares to implement the delisting resolution passed at the Extraordinary General Meeting of Schaffner Holding on December 7, 2023. The delisting is scheduled to occur after a final judgment on the cancellation of the remaining Schaffner Holding shares has been issued by the competent court. Additionally, Schaffner Holding has obtained an exemption from various disclosure obligations with a view to its delisting through an application to SIX Exchange Regulation AG. The exemption applies from the publication of this ad hoc announcement. Sections I to III of the exemption hold the following:
"I. Schaffner Holding AG (Issuer) will be exempted from the following obligations under the conditions that (i) the public tender offer by Tyco Electronics (Schweiz) Holding II GmbH for the acquisition of all publicly held registered shares of Schaffner Holding Holding AG has been settled, (ii) Tyco Electronics (Schweiz) Holding II GmbH holds at least 90% of the voting rights of Schaffner Holding AG and (iii) Schaffner Holding AG has submitted a delisting request to SIX Exchange Regulation AG until the expiry of the validity period of the Best Price Rule pursuant to Art. 10 para. 1 of the Ordinance of the Swiss Takeover Board on Public Takeovers of August 21, 2008 (Takeover Ordinance, TOO), i.e. up to and including May 30, 2024:
a. Publication of the annual report 2022/2023 (Art. 49 ff. Listing Rules [LR] in connection with Art. 10 et seqq. Directive Financial Reporting [DFR] and Art. 9 no. 2.01 (1) Directive Regular Reporting Obligations [DRRO]);
b. Publication of ad hoc announcements (Art. 53 LR in connection with Directive Ad hoc Publicity [DAH]), except fort he publication of an ad hoc announcement regarding the announcement of the date of delisting of the Issuer's registered shares as soon as this date has been determined;
c. Disclosure of management transactions (Art. 56 LR);
d. Keeping of the company calendar (Art. 52 LR);
e. Fulfillment of the following regular reporting obligations (Art. 55 LR in connection with Art. 9 DRRO): - no. 1.05 (change of external auditors); - no. 1.06 (change of balance sheet date); - no. 1.08 (4) (change to weblink for corporate calendar); - no. 1.08 (5) (change to weblink for annual and semi-annual reports); - no. 2.01 (submission of financial statements); - no. 3.05 (resolution on opting out/opting up); - no. 3.06 (resolution on restrictions on transferability of shares).
II. The exemption pursuant to Section I begins with the publication of the ad hoc announcement in accordance with the provisions of Section VI.
III. Until the expiry of the validity period of the Best Price Rule, the Issuer is exempted from the obligations under Section I until the expiry of the Best Price Rule if and insofar as none of the following occurs until May 30, 2024:
a. Entry of a minority shareholder or several minority shareholders into the procedure for the cancellation of the Issuer's registered shares pursuant to Art. 137 of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading of June 19, 2015 (Financial Market Infrastructure Act, FMIA) before the competent court;
b. Withdrawal of the claim for cancellation of the Issuer's registered shares before the competent court by the plaintiff or by a legal successor of the plaintiff;
c. Dismissal of the claim for cancellation of the registered shares of the Issuer by the competent court;
d. Appeal against the judgment of the competent court regarding the cancellation of the registered shares of the Issuer.
Should one of the circumstances set out in this Section III letters a. to d. occur until the expiry of the Best Price Rule, i.e. until May 30, 2024, the obligations of the Issuer pursuant to Section I shall immediately resume. In the event of a resumption of the obligations pursuant to Section I, the Issuer must publish the annual report 2022/2023 within eight weeks of the date of resumption of the obligations pursuant to Section I and submit it to SIX Exchange Regulation AG (Art. 50 LR in connection with Art. 10 ff. DFR and Art. 9 no. 2.01 (1) DRRO)."
This press release is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of Schaffner and it does not constitute a prospectus or a similar notice within the meaning of articles 35 et seqq. or 69 of the Swiss Financial Services Act. Complete terms and conditions of the offer are set forth in the offer prospectus which was published on September 28, 2023 (the "Offer Prospectus"). Holders of shares in Schaffner are urged to carefully read the Offer Prospectus because it contains important information about the offer. This announcement is not for publication, release or distribution in or into or from any jurisdiction where it would otherwise be prohibited and does not constitute an offer of securities for sale in such countries. Please also refer to "Legal Disclaimers" below.
About TE Connectivity
TE Connectivity is a 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 more than 85,000 employees, including over 8,000 engineers, working alongside customers in approximately 140 countries, TE ensures that EVERY CONNECTION COUNTS. Learn more at www.te.com and on LinkedIn, Facebook, WeChat and Twitter. About Schaffner Schaffner plays a vital role in building a sustainable future in the new era of electrification. Headquartered in Switzerland and with subsidiaries around the world, Schaffner is a global leader in electromagnetic solutions that ensure the efficient and reliable operation of electronic systems. The Schaffner Group are experts in EMC filter solutions, harmonic filters, electromagnetic components and electromagnetic solutions. Schaffner’s passionate and knowledgeable employees empower its customers to develop reliable electronic devices and systems that meet compliance standards and deliver increased energy efficiency.
Forward-Looking Statements
This announcement contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. TE Connectivity undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason. Legal Disclaimers Important Additional Information
This release is for informational purposes only and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer, to purchase or subscribe for any registered shares or other equity securities in Schaffner Holding AG, nor shall it form the basis of, or be relied on in connection with, any contract therefor. This release is not part of the offer documentation relating to the tender offer. Main terms and conditions of the tender offer have been published in the Offer Prospectus. Shareholders of Schaffner Holding AG are urged to read the tender offer documents, which are available at https://www.emc-power-offer.com. Certain Offer Restrictions The tender offer is not being made, directly or indirectly, in any country or jurisdiction in which the tender offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require TE Connectivity Ltd. or any of its subsidiaries to change or amend the terms or conditions of the tender offer in any way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the tender offer. It is not intended to extend the tender offer to any such country or jurisdiction. Any such document relating to the tender offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of Schaffner Holding AG by any person or entity resident or incorporated in any such country or jurisdiction. The communication is not being made by, and has not been approved by, an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000 in the United Kingdom.
Reference is made to the Offer Prospectus for full offer restrictions and an overview of certain key differences with U.S. tender offer procedures and laws. Notice to U.S. Holders Shareholders of Schaffner in the United States (“U.S. Holders”) are advised that the registered shares of Schaffner are not listed on a U.S. securities exchange and that Schaffner is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The tender offer is being made for the registered shares of Schaffner, a Swiss company whose shares are listed on the SIX Swiss Exchange Ltd., and is subject to Swiss disclosure and procedural requirements, which are different from those of the United States. The tender offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, subject to the exemption provided under Rule 14d-1(c) under the Exchange Act for a tier 1 tender offer (the “Tier 1 Exemption”), and otherwise in accordance with the requirements of Swiss law. Accordingly, the tender offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures, waiver of conditions and timing of payments that are different from those applicable under U.S. tender offer procedures and laws. U.S. Holders are urged to consult with their own legal financial and tax advisors (including with respect to Swiss law) regarding the Offer. As permitted under the Tier 1 Exemption, the settlement of the tender offer will be based on the applicable Swiss law provisions, which differ from the settlement procedures customary in the United States, particularly as regards to the time when payment of the consideration is rendered. The Offer, which is subject to Swiss law, is being made to U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier I Exemption. To the extent the tender offer is subject to U.S. securities laws, those laws only apply to U.S. Holders of Schaffner’s shares and will not give rise to claims on the part of any other person. It may be difficult for U.S. Holders to enforce their rights and any claim they may have arising under the of U.S. federal securities laws, since Schaffner is located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. Holders may not be able to sue Schaffner or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel Schaffner and its affiliates to subject themselves to a U.S. court's judgment. Neither the SEC nor any securities commission of any State of the U.S. has (a) approved or disapproved of the tender offer; (b) passed upon the merits or fairness of the tender offer; or (c) passed upon the adequacy or accuracy of the disclosure in the Offer Prospectus. Any representation to the contrary is a criminal offence in the U.S. Contacts
Investor Relations:
Schaffner Holding AG
End of Inside Information |
| Language: | English |
| Company: | Schaffner Holding AG |
| Nordstrasse 11e | |
| 4542 Luterbach | |
| Switzerland | |
| Phone: | +41 32 681 66 21 |
| E-mail: | christian.herren@schaffner.com |
| Internet: | www.schaffner.com |
| ISIN: | CH0009062099 |
| Listed: | SIX Swiss Exchange |
| EQS News ID: | 1797357 |
| End of Announcement | EQS News Service |
1797357 14-Dec-2023 CET/CEST
