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