#Business

2012-02-21

Agreement between Toyota Industries Corporation and Uster Technologies Ltd. — Increase of offer price for all publicly held registered shares of Uster Technologies Ltd.

On 8 November 2011, TICO published a pre-announcement of the public tender offer for all publicly held shares of Uster with an offer price of CHF 38.00 ("Offer Price"). After consummation of the share purchase agreement between TICO and Groupe Alpha regarding the purchase of a 21.88% stake in Uster on 15 February 2012, the public tender offer became a mandatory offer. Since 15 February 2012, TICO holds 50.34% of the share capital and the voting rights in Uster.

+ Toyota Industries Corporation (“TICO”) and Uster Technologies Ltd. ("Uster") have signed a transaction agreement.

+ TICO increases the offer price to CHF 44.00 net per registered share of Uster.

+ Based on this substantially improved offer, Uster’s board of directors will recommend that Uster’s shareholders tender their shares into the offer of TICO.

+ As the majority shareholder of Uster, TICO will vote in favour of a dividend payment of CHF 2.50 per Uster share and such dividend will not be deducted from the offer price.

+ TICO will launch the mandatory public tender offer to acquire all publicly held Uster shares with the publication of the offer prospectus on 29 February 2012.

TICO and Uster today jointly announced that they have signed a transaction agreement ("Agreement") on 20 February 2012. Under the terms of this Agreement, TICO will increase the Offer Price to CHF 44.00 net per Uster share ("Increased Offer Price"), an increase of CHF 6.00 per Uster share compared to the price announced in the pre-announcement on 8 November 2011. Together with its financial year 2011 results, the board of directors of Uster today proposed to the Uster Shareholders' Meeting of 12 April 2012 a dividend of CHF 2.50 per Uster share. Such dividend will not be deducted from the Increased Offer Price, i.e. the Increased Offer Price of CHF 44.00 net includes the dilutive effects of the proposed dividend payment of CHF 2.50 per Uster share. Under the terms of the above-mentioned Agreement, TICO as the majority shareholder of Uster will vote in favour of the proposed dividend payment at the Uster Shareholder’s Meeting. The dividend will be paid to shareholders at or before closing of the public tender offer.

The Increased Offer Price of CHF 44.00 plus the proposed dividend payment of CHF 2.50 per Uster share represents a premium of 6.8% to Uster’s closing price on 17 February 2012, a 22.4% premium to TICO’s initial Offer Price, and a 32.9% premium to Uster’s closing price on 7 November 2011 (last trading day prior to the pre-announcement of the tender offer). Uster’s board of directors will recommend the shareholders to tender into the offer of TICO Based on this substantially improved offer, Uster’s board of directors will recommend that Uster’s shareholders tender their shares into the offer of TICO.

Akira Onishi, Senior Managing Director and Member of the Board of TICO comments: "TICO is the ideal strategic partner for the sustainable development of Uster. We intend to create synergies with Uster's excellent quality management system and superior sensing and information handling technologies and TICO's expertise in spinning and weaving machinery so that both companies can deliver added value to customers. The public tender offer is in the best interests for Uster’s and TICO’s shareholders, employees, clients and suppliers. The transaction will lead to a successful future for the company under the leadership of the existing management."

Dr. Geoffrey Scott, CEO and Member of the Board of Uster comments: “After a full evaluation of its strategic alternatives and thoughtful consideration, our Board believes that the transaction with TICO is in the best interests of our shareholders, customers and employees. I personally fully support the Board's view and therefore commit myself irrevocably to tender my shares. Board and Management are aligned in joining TICO in a transaction, which delivers significant value to our shareholders and creates tremendous opportunities for our employees and clients.”

Launch of mandatory public offer on 29 February 2012 As previously announced, TICO will formally launch the mandatory public offer for all outstanding Uster shares with the publication of the offer prospectus on 29 February 2012. At the same date the Board of Uster will publish its statutory report on the TICO offer.

Compared to the pre-announcement, the offer to be published with the prospectus will only contain one offer condition (i.e. no authoritative measure has been issued which prohibits or declares illegal the offer).

Uster’s new Recycling Opening Index guides spinners to the perfect blend

Uster AFIS 6 now offers the key data for better decisions when blending recycled fibers. Process control is decisive in determining the quality and economic outcome. The new R Recycling Module of AFIS 6 introduces the Recycling Opening Index (ROI), so spinners can optimize their circularity credentials. It was officially launched at ITM 2026 in Istanbul, Türkiye.

Measure and control the fiber – optimize yarn quality

Producing consistent yarn quality is an everyday challenge – and a very difficult one. Detailed knowledge and understanding of the fiber raw material is absolutely critical to achieving the best possible quality in the yarn. To help spinners, Uster experts have put together guidelines for avoiding yarn irregularity claims, in a special edition of the Uster News Bulletin.

Uster presents novelties at ITMA Asia + CITME 2025

There’s news from Uster Technologies to be announced for the industry’s upcoming event in Singapore. The Uster 360Q universe is growing with new products, solutions and services. Innovation developments can also be recorded in the fields of man-made fiber testing and fabric inspection. Uster innovations address the industry’s trending topics as mill management and process control, optimization of delivered fabric quality and yield.

BTMA backs global growth while investing in future UK leaders

As one of a number of new initiatives launched this year, the British Textile Machinery Association (BTMA) is launching the UK-India Textile Machinery Coalition. The UK-India Free Trade Agreement, signed in July 2025, has implications that extend across sourcing, competitiveness and long-term trade dynamics, believes BTMA CEO Jason Kent.

Sandler turns financial stability into a catalyst for shaping the future

The Sandler Group has presented its financial figures for the past fiscal year (01/01/2025-12/31/2025). Like previous years, the year 2025 was also marked by industry-wide structural challenges and geopolitical uncertainties. Turnover was virtually stable at EUR 321 million (2024: EUR 326 million). High energy costs continue to weigh heavily on profitability. The number of employees was 975 (2024: 980). The family-owned company, which was founded in 1879 and has been run by the fifth generation since August 2025, continues to invest millions in its Schwarzenbach site despite the high production costs in Germany. As part of the long-term corporate strategy, the management team is focusing on strict cost management, further development of the product portfolio, and greater efficiency in production and administrative processes. The company does not expect a market recovery in 2026 and 2027.

Rieter advances strategic repositioning amid market volatility

Rieter successfully completed the acquisition of Barmag on February 2, 2026, and reached an important milestone in the company’s repositioning. Barmag will be integrated into the Rieter Group as the “Man-Made Fiber” Division. With this strategically transformative acquisition, Rieter is expanding its core business beyond the short-staple fiber business in a targeted way. This positions Rieter as the global market leader along the entire value chain for natural and man-made fibers. In addition, as a complete systems supplier, Rieter is further strengthening its technological leadership in the areas of automation and digitization.

Huixing acquires insolvent Mayer & Cie.

Insolvency proceedings for the circular knitting and braiding machine manufacturer Mayer & Cie. were opened on December 1, 2025. Immediately following the opening of proceedings, the complete cessation of business operations was initiated. Most employees were subsequently given notice effective the end of February 2026. The production of the remaining orders in the circular knitting segment is expected to be completed by the end of the month. As early as December 2025, Mayer & Cie.’s braiding machine division was sold to an Italian investor.

DYNEEMA® and NP Aerospace advance personal protection for military servicewomen

Dyneema®, owned by Avient Corporation, an innovator of materials solutions, is supplying its high-performance unidirectional (UD) materials to world-leading armor manufacturer NP Aerospace, enabling the production of armor systems designed specifically to fit the female body. With 2,000 new armor systems, including 4,000 plates, made in the United Kingdom (UK) and delivered in June 2026, this collaboration addresses a long-standing lack of high-quality personal protection specially built for female defense and security personnel.

Textile Exchange publishes comprehensive polyester LCA study

Textile Exchange has released a new Life Cycle Assessment (LCA) study on polyester, providing detailed data on the environmental impacts of both virgin and recycled polyester production. The study aims to strengthen understanding across the fashion, textile and apparel industries and support more informed decision-making regarding polyester sourcing and production.