NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY APPLICABLE LAW. OTHER RESTRICTIONS APPLY. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Public disclosure of insider information according to Article 17 MAR No. 596/2014
16.03.2020 / 17:28 CET/CEST
Offer price is 17.50 Euro – Acceptance period until March 23, 2020
With the consent of the Supervisory Board, the Management Board of Elmos Semiconductor AG (“Elmos“ or the “Company“) decided today that the Company will submit a public share buyback offer to its shareholders to repurchase up to 1,540,000 no-par value bearer shares (ISIN DE0005677108 / WKN 567 710). This equals a share of up to 7.7% of the current share capital of the Company. The shares to be repurchased may be used for all the purposes named in the offer document within the framework of the authorization resolved by the Annual General Meeting of May 16, 2018.
Currently Elmos holds 468,999 treasury shares. This corresponds to 2.3% of the share capital.
The offer’s acceptance period begins on Tuesday, March 17, 2020 and ends on Monday, March 23, 2020, 24.00 hrs. Central European Time.
The offer price per Elmos share offered for repurchase is 17.50 Euro. The offer will be financed from the available liquid assets of Elmos.
Insofar as more than 1,540,000 Elmos shares are offered for repurchase within the scope of this offer, the declarations of acceptance will be satisfied on a pro-rata basis, with a privileged acceptance of smaller offers of up to 100 shares.
The details of this offer are included in the offer document available on the Company’s website at www.elmos.com/english/about-elmos/investor/share under “Stock Repurchase Program” as of March 17, 2020.
This announcement may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This communication is not directed at or for transmission to, or use by, any person who is a national or resident of any state, country or other jurisdiction, or who is located in any jurisdiction where the transmission, publication, availability or use of this communication would be contrary to applicable law or would require any registration or license within such jurisdiction.
Neither this announcement nor its contents may be published, sent, distributed or disseminated in the United States of America by any means or instrument of interstate commerce or of foreign trade or of the facilities of any national stock exchange of the United States of America. This includes, but is not limited to, fax transmission, electronic mail, telex, telephone and the Internet. Copies of this Offer and other related documents may not be sent or transmitted to or within the United States of America.
This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase any securities of the Company in the United States of America, Germany or any other jurisdiction.
This announcement contains forward-looking statements based on assumptions and estimates made by the management of Elmos. Although we assume that the expectations contained in these forward-looking statements are realistic, we cannot guarantee that they will prove to be correct. The assumptions may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that could cause such differences include, among others, changes in the economic and business environment, fluctuations in exchange rates and interest rates, the introduction of competing products, lack of acceptance of new products and changes in business strategy. Elmos does not plan to update the forward-looking statements, nor does it assume any obligation to do so.
Elmos Semiconductor AG
Janina Rosenbaum, Head of Investor Relations, Tel: +49-231‐7549‐287
Mathias Kukla, Press Relations, Tel: +49-231-7549-199
Elmos develops, produces and distributes semiconductors and sensors, primarily for use in the automotive industry. Our components communicate, measure, regulate and control safety, comfort, powertrain and network functions. For over 30 years, Elmos innovations have been bringing new functions to life and making worldwide mobility safer, more comfortable, and more energy efficient.