February 28, 2020
Following approval by the German Federal Financial Supervisory Authority (BaFin), the offer document for the voluntary public takeover offer of ISRA VISION AG has been published today. The shareholders of ISRA VISION AG can now accept the offer at EUR 50.00 per share in cash.
The acceptance period for the offer starts today and ends April 8, 2020. The shareholders who have not accepted the offer by April 8, 2020 can still do so during the additional acceptance period which will presumably commence April 16, 2020 and last until April 29, 2020.
The offer is, inter alia, subject to antitrust clearance in Germany and Austria and will be reviewed by the Committee on Foreign Investment in the United States (“CFIUS”). Atlas Copco will seek to obtain all regulatory approvals and complete the offer until end of June 2020. After completion of the offer, the bidder intends to implement a delisting offer unless the required price for the delisting offer is higher than the Offer Price, a significant free float remains or a delisting offer is otherwise not economically reasonable.
At the time of the publication of the offer document, Atlas Copco has secured 37.85% of the share capital in ISRA VISION AG through irrevocable undertakings (28.78%) and share purchases from institutional investors (9.07%).
The offer document is published on www.technology-offer.com. Further information about the offer can also be found under this deal website.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of ISRA VISION AG. The definite terms and conditions of the takeover offer, as well as further provisions concerning the takeover offer, are set forth in the offer document which is published on www.technology-offer.com. Investors and holders of shares in ISRA VISION AG are strongly advised to read the offer document and all other relevant documents regarding the takeover offer when they become available, as they will contain important information.
The takeover offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs und Übernahmegesetz – WpÜG), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The takeover offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in ISRA VISION AG cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.
To the extent permissible under applicable law or regulation, the bidder Atlas Copco Germany Holding AG, its affiliates or its brokers may, directly or indirectly, purchase shares of ISRA VISION AG outside of the scope of the public takeover offer during the period in which the offer remains open for acceptance. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. If such purchases or arrangements to purchase are made they will be made outside the United States of America and will comply with applicable law, including the US Securities Exchange Act of 1934. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.
Atlas Copco Group
Great ideas accelerate innovation. At Atlas Copco we have been turning industrial ideas into business-critical benefits since 1873. By listening to our customers and knowing their needs, we deliver value and innovate with the future in mind.
Atlas Copco is based in Stockholm, Sweden with customers in more than 180 countries and about 37 000 employees. Revenues of BSEK 95/9 BEUR in 2018.