Press release: tender offer Swisslog

KUKA AG announces public offer to acquire Swisslog Holding AG

•  By joining forces, KUKA AG and Swisslog Holding AG aim to become a global automation powerhouse for integrated automation and logistics solutions
• Through the new alliance, KUKA will tap the attractive logistics market and boost sales revenues in the General Industry business from currently 
• 30 percent to approximately 50 percent
• Swisslog gains global access to KUKA's product, technology and sales platformsPremium of 8.9 percent on the closing price as of 24 September and of 15.4 percent on the average volume-weighted average share price over the last 60 days
• Press conference with live audio webcast to be held in Zurich at 10 am tomorrow

 

The Board of Directors of Swisslog Holding AG adopted a corresponding resolution in parallel. Following the signing of the transaction agreement, KUKA AG published a preliminary announcement of the public offer. Its aim is to acquire at least two thirds of Swisslog’s outstanding shares. Swisslog shareholders will receive an offer of CHF 1.35 per share in cash. This equates to a purchase price of CHF 338 million and an enterprise value of CHF 353 million, including net cash and pension liabilities. The offer represents a premium of 8.9 percent on the September 24, 2014 closing price and of 15.4 percent on the volume-weighted average price of Swisslog shares over the last 60 trading days. KUKA will largely use existing cash resources to finance the transaction. These resources will partly come from an increase in KUKA’s equity base. This increase has already been announced in the event that the offer is successfully concluded. It is expected to generate some 
EUR 80 million. 
 

Complementary markets

The planned combination of the two technology companies follows a clear industrial logic: The aim is to create a new, global supplier of integrated automation solutions for numerous industries. With consolidated pro forma sales revenues of EUR 2.3 billion, based on their respective sales for 2013, the two companies together would be a strong supplier in a number of different automation markets around the world.
The two companies complement each other extremely well: KUKA is one of the world’s leading suppliers of robots and automated production systems, primarily serving customers in the automotive industry but also increasingly in fast-growing sectors, such as the aviation and machine tool industries. Swisslog, whose brand and registered office will not be affected by the transaction, delivers best-in-class automation solutions for forward-looking hospitals, warehouses and distribution centers. Its focus is on the retail industry, including e-commerce, pharma as well as temperature-controlled food.

Advantages for both partners

Dr Till Reuter, CEO of KUKA AG, says: “For us, the automation of logistics processes means a thrust into existing and new industries. The warehouse logistics segment and the healthcare industry are attaining high growth rates, driven by the global e-commerce boom and demographic change. At the same time, our customers in the automotive industry have a strong interest in logistics solutions. By acquiring a stake in Swisslog, we intend to not only secure our leading position in the automotive business, but also to expand the proportion of our general industry business from approximately 30 percent now to approximately 50 percent in line with our strategic objectives. With robots and systems from KUKA, Swisslog will be able to offer its customers attractive additional products. Our robots offer extended functionality, such as mobility functions, which open up entirely new potential applications.”

Growth potential and synergies 

Swisslog’s integration into the KUKA Group will open up new growth potential for both companies by optimising their market position. The two partners expect that their collaboration will generate synergies worth medium-term savings in the low double-digit million range. These savings will primarily arise from the joint use of technology, the pooling of know-how, in procurement and services, and from the joint use of international location structures.
 

Offer to Swisslog shareholders

The formal offer to Swisslog shareholders is expected to be published on 
October 6, 2014 and will subsequently be open to acceptance from October 21, 2014 for 20 trading days. The offer stipulates a minimum acceptance threshold of two thirds of all shares. The transaction is expected to be completed in December and is subject to regulatory approval.Swisslog’s Board of Directors will recommend that the company’s shareholders accept the offer.

About KUKA

KUKA AKTIENGESELLSCHAFT

KUKA Aktiengesellschaft is an international enterprise with sales revenues of some EUR 1.8 billion and approximately 8,000 employees worldwide (as of 31 December 2013). The company focuses on robot-supported automation for industrial manufacturing processes and is one of the world’s leading suppliers of robotics, plant engineering and plant assembly services. KUKA’s business model is based on two business units: the Systems division which designs and builds automated systems and the Robotics division which supplies industrial robots, the core component of automated systems. The holding company and its two divisions are headquartered in Augsburg, Germany. Some 50 companies operate internationally for the automotive industry and in general industry markets. Reis Maschinenfabrik, consolidated since the beginning of the year 2014, operates as a system integrator for numerous automation applications in industry. Reis operates facilities in several countries, including China and the United States.

KUKA Aktiengesellschaft
Zugspitzstrasse 140, 86165 Augsburg
- ISIN DE0006204407-

Listed on the following German stock exchanges:
Frankfurt am Main and Munich
Market segment: Prime Standard

Ad hoc disclosure in accordance with section 15 of the WpHG (Wertpapierhandelsgesetz – German Securities Trading Act)

Tender Offer of KUKA Aktiengesellschaft relating to all outstanding shares of Swisslog Holding AG and Capital Increase from Authorized Capital

Today, KUKA Aktiengesellschaft simultaneously signed a Transaction Agreement with Swisslog Holding AG (with its seat in Buchs (AG), Switzerland) and published the pre-announcement of a public tender offer vis-à-vis the shareholders of Swisslog Holding AG. According to the tender offer, KUKA Aktiengesellschaft offers to the shareholders of Swisslog Holding AG to acquire the shares at a price of CHF 1.35 per registered share with a par-value of CHF 0.01 per share (ISIN CH0012324627, the “Swisslog Share(s)”. The number of shares issued by Swisslog Holding AG amount to 251,276,984.

The signing of the Transaction Agreement and the publication of the pre-announcement were approved beforehand by resolutions of the Supervisory Board of KUKA Aktiengesellschaft (in which the consent was given to the Executive Board’s decision to the tender offer) and the Board of Directors of Swisslog Holding AG.
The terms of conditions of the tender offer will be outlined in the offer prospectus still be to be published, in particular, the tender offer will contain the condition that a minimum of 66 2/3 % of all Swisslog-Shares have been tendered at the end of the offer period.

The publication of the offer prospectus is scheduled for 6 October 2014. Once the cooling-off period of 10 trading days stated under the Swiss Takeover Ordinance has expired, the offer will presumably be open from 21 October 2014 until 17 November 2014, 04.00 pm CET (the “Offer Period”). KUKA Aktiengesellschaft reserves the right to extent this Offer Period.
The offer prospectus and further documents relating to the tender offer will be published on the homepage of KUKA Aktiengesellschaft under http://www.kuka-ag.de/en/investor_relations/tender_offer_swisslog. In addition, the pre-announcement and all other documents relating to the tender offer and to be published in newspapers, will be published in Neuer Züricher Zeitung (in German language) and in Le Temps (in French language). Furthermore, the offer prospectus will be available, free of charge, in German and French language from Bank Vontobel AG, Gotthardstrasse 43, CH-8022 Zurich, Telephone: +41 (0)58 283 71 11; Fax: +41 (0)58 283 76 50, e-mail: prospectus@vontobel.ch.

The tender offer shall partly be funded by KUKA Aktiengesellschaft by issuing new shares. Hence, the Executive Board of KUKA Aktiengesellschaft has, with today’s approval of the Supervisory Board, resolved to increase the share capital of the company with the exclusion of the shareholder subscription rights by means of a partial utilization of the Authorized Capital 2011 by an amount up to EUR 4,661,498.40 to EUR 92,841,619.00 in exchange for cash contributions, provided the tender offer is successful. Up to 1,792,884 no par value bearer shares will be issued, representing a notional amount of EUR 2.60 per share and dividend entitlement from the fiscal year 2014 onwards.
The subscription rights of shareholders are excluded on the basis of the authorization in Sec. 4 para. 5 sentence 4 of the Articles of Association.

The Executive Board will – with respective approvals of the Supervisory Board – decide in separate resolutions about the execution of the share capital increase as well as the total number of new shares to be issued and the placement price. It is planned that Bank Joh. Berenberg, Gossler & Co. KG, Hamburg, shall be mandated to arrange the share placement. The placement price shall be determined in an accelerated bookbuilding process. The new shares will be subscribed by Bank Joh. Berenberg, Gossler & Co. KG.

The new shares shall be admitted for trade, without prospectus, in the regulated market as well as the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange as well as the regulated market of the Stock Exchange Munich.

Augsburg, 25 September 2014

KUKA Aktiengesellschaft

The Executive Board

As to the tender offer

The tender offer described or referenced in this announcement (the "Offer") is not directly or indirectly made in the United States of America, the United Kingdom, Japan, Australia, Canada or Japan nor in any other country or jurisdiction in which such Offer would be illegal, otherwise violate the applicable law or an ordinance or which would require KUKA Aktiengesellschaft to change the terms or conditions of the tender offer in any way, to submit an additional application to or to perform additional actions in relation to any state, regulatory or legal authority. It is not intended to extend the Offer to any such country or such jurisdiction. Documents relating to the Offer must neither be distributed in such countries or jurisdictions nor be sent to such countries or jurisdictions. Such documents must not be used for the purpose of soliciting the purchase of securities of Swisslog Holding AG by anyone from such countries or jurisdictions. Shareholders of Swisslog Holding AG not resident in Switzerland who wish to accept the Offer must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the detailed offer restrictions included in the offer document which is available on the website of KUKA Aktiengesellschaft.

As to the share offering

This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities of KUKA Aktiengesellschaft. Any such offer will be made solely to Qualified Institutional Buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act").

The information contained herein is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions of any State of the United States of America or the District of Columbia) and must not be distributed to U.S. persons (as defined in Regulation S of the Securities Act) or publications with a general circulation in the United States of America. This publication is not an offer of securities of KUKA Aktiengesellschaft for sale in the United States of America. The securities of KUKA Aktiengesellschaft have not been and will not be registered under the Securities Act and may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act, as amended. KUKA Aktiengesellschaft does not intend to register any portion of any offered securities in the United States of America or to conduct a public offering of the Securities in the United States of America.

This publication is not an offer of securities of KUKA Aktiengesellschaft for sale in the United Kingdom, Canada, Japan or Australia."