09-Aug-2021 / 22:10 CET/CEST
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH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.
With the consent of the Supervisory Board, the Management Board of Elmos Semiconductor SE ("Elmos" or the "Company") decided today, by making use of the authorization given by the Annual General Meeting on May 22, 2020, to decrease the registered share capital from EUR 20,103,513.00 by EUR 1,940,000.00 to EUR 18,163,513.00 by way of cancellation of 1,940,000 no-par value bearer shares with a proportionate amount in the share capital of EUR 1.00 per share to cancel treasury shares pursuant to section 71 (1) no. 8 sentence 6 German Stock Corporation Act (Aktiengesetz, AktG) and to submit a public share buyback offer to the shareholders of Elmos to repurchase up to 1,780,000 no-par value bearer shares (ISIN DE0005677108 / WKN 567710). This equals a share of up to 9.8% of the reduced registered share capital of the Company. The offer price per Elmos share offered for repurchase is EUR 36.00. The offer's acceptance period begins on August 12, 2021 and ends on August 25, 2021 at 24:00 hours Central European Summer Time (CEST).
The offer is conditional upon the effectiveness of the capital decrease.
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.html under “Stock repurchase program” as of August 12, 2021.
Elmos Semiconductor SE
Ralf Hoppe, Head of Investor Relations & Public Relations
This announcement may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan.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 develops, produces and markets semiconductors, 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 mobility worldwide safer, more comfortable and more energy efficient. With our solutions we are already the worldwide #1 in applications with great future potential, such as ultrasonic distance measurement, ambient light and intuitive HMI.