As further set out in the official offer document dated 27 November 2017, the Company offers to pay a cash incentive of CHF 250 per CHF 5,000 principal amount of the Bonds to holders of the Bonds who elect to exercise their right to convert their Bonds into Meyer Burger registered shares (“Shares”) at the prevailing conversion price in accordance with the terms and conditions of the Bonds (the “Terms of the Bonds”) during the period starting today and ending at 16.00 CET on 5 December 2017 (the “Acceptance Period”).
Meyer Burger has engaged Credit Suisse as dealer manager for the Incentive Offer.
Terms and conditions of the Incentive Offer
Bond conversion: The Bonds for which holders accept the Incentive Offer are to be converted into Shares at a conversion price of CHF 0.98, i.e. at a conversion ratio of 5,102.04082 Shares per CHF 5,000 principal amount of Bonds as provided for in the Terms of the Bonds, resulting in a maximum number of 102,040,816 new Shares being issued.
Accrued interest: The Company will not pay accrued interest on the Bonds for which holders accept the Incentive Offer.
Cash Incentive Amount: The Bondholders accepting the Incentive Offer will be eligible to receive a cash payment of CHF 250 per CHF 5,000 principal amount of Bonds.
Acceptance period: The Acceptance Period starts today with this public announcement and ends on 5 December 2017 at 16:00 CET. Meyer Burger expects to announce the results of the Incentive Offer on 6 December 2017 until 07:30 am CET.
Settlement: The Settlement of the Incentive Offer, i.e. the delivery of the Shares to bondholders who have accepted the Incentive Offer and the payment of the cash amount is expected to be on 11 December 2017.
The Incentive Offer does not impact the Terms of the Bonds. However, pursuant to Condition 5(b)(i) of the Terms of the Bonds, if less than fifteen (15) per cent of the aggregate Principal Amount of the Bonds are outstanding then the Issuer has the right to redeem all remaining Bonds.
THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED DIRECTLY OR INDIRECTLY TO U.S. PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES OF AMERICA. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR, EXCHANGE OR PURCHASE ANY SECURITIES. IN ADDITION, THE SECURITIES OF MEYER BURGER TECHNOLOGY LTD HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES OF AMERICA SECURITIES LAWS.
This press release may contain specific forward-looking statements, e.g. statements including terms like "believe", assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Meyer Burger Technology Ltd assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
This press release serves informational purposes and constitutes neither an offer to sell nor a solicitation to buy any securities. This press release does not constitute an offering prospectus within the meaning of Article 652a of the Swiss Code of Obligations nor a listing prospectus within the meaning of the listing rules of SIX Swiss Exchange.
The information contained in this press release is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This press release does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities.
The distribution of this press release and the offer referred to herein may be restricted by law in certain jurisdictions as further set out in the Offer Document ("Distribution Restrictions") and persons reading this press release should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This press release is not for publication or distribution, directly or indirectly, in or into the United States of America, Australia, Canada or Japan or in any jurisdiction in which offers or sales of the securities referred to herein would be prohibited by applicable laws. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state within the United States of America or under the applicable securities laws of Australia, Canada or Japan, and may not be offered or sold in the United States of America, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act.
This press release does not constitute an offer to buy or a solicitation of an offer to sell any Bonds or Shares in any jurisdiction or circumstances in which such offer or solicitation is unlawful.
The distribution of this press release in certain jurisdictions may be restricted by law. Persons into whose possession this press release comes are required by the Issuer, the Dealer Manager, the Paying and Conversion Agent or the Depository Bank to inform themselves about, and to observe, any such restrictions.
The Incentive Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to, or for the account or benefit of, U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act") (each, a "U.S. person"). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Incentive Offer may not be conducted by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the Securities Act or to U.S. persons. Accordingly, copies of the Offer Document and any other documents or materials relating to the Incentive Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to persons located or resident in the United States or to any U.S. persons. Any Incentive Offer resulting, directly or indirectly, from a violation of these restrictions will be invalid and any purported Incentive Offer made by a U.S. person, a person located or resident in the United States or from within the United States or from any agent, fiduciary or other intermediary acting on a non discretionary basis for a principal giving instructions from within the United States or for a U.S. person will be invalid and will not be accepted.
Each Bondholder participating in the Incentive Offer will represent that it is not located in the United States and is not a U.S. person and is not participating in the Incentive Offer from the United States or it is acting on a non discretionary basis for a principal located outside the United States that is not giving an order to participate in the Incentive Offer from within the United States or on behalf of a U.S. person. For the purposes of this and the above paragraph, "United States" means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
The communication of the Offer Document and any other documents or materials relating to the Incentive Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")); (ii) persons who fall within Article 43(2) of the Order; or (iii) any other persons to whom these documents and/or materials may lawfully be sent under the Order. Any investment or investment activity to which the Offer Document relates is available only to such persons or will be engaged only with such persons and other persons should not rely on it.
Republic of Italy
Neither the Incentive Offer, the Offer Document nor any other documents or material relating to the Incentive Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"), pursuant to applicable Italian laws and regulations.
In Italy, the Incentive Offer on each series of Bonds is being carried out as an exempted offer pursuant to article 101 bis, paragraph 3 bis, of Legislative Decree No. 58 of 24 February 1998, as amended and article 35 bis, paragraph 3 of CONSOB regulation No. 11971 of 14 May 1999, as amended.
Bondholders can acccept the Incentive Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis à vis its clients in connection with the Bonds or the Offer Document.
Kingdom of Belgium
Neither the Offer Document nor any other documents or materials relating to the Incentive Offer have been submitted to or will be submitted for approval or recognition to the Financial Services Market Authority (Autoriteit voor Financiële Diensten en Markten / Autorité des services et marchés financiers) and, accordingly, the Incentive Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (each as amended). Accordingly, the Incentive Offer may not be advertised and will not be extended, and neither the Offer Document nor any other documents or materials relating to the Incentive Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended), acting on their own account. Insofar as Belgium is concerned, the Offer Document has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Incentive Offer. Accordingly, the information contained in the Offer Document may not be used for any other purpose or disclosed to any other person in Belgium.
Republic of France
Neither the Offer Document nor any other document, material or information relating to the Incentive Offer has been or will be submitted for clearance to the French Autorité des Marchés Financiers.
Consequently, the Incentive Offer is not being made, directly or indirectly, to the public in the Republic of France. Neither the Offer Document nor any other document, material or information relating to the Incentive Offer has been or shall be released, issued or distributed, or caused to be released, issued or distributed to the public in the Republic of France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting for their own account and all as defined in, and in accordance with, Articles L.411 1, L.411 2 and D.411 1 of the French Code monétaire et financier, are eligible to participate in the Incentive Offer.
Meyer Burger is a leading global technology company specialising on innovative systems and processes based on semiconductor technologies. The company’s focus is on photovoltaics (solar industry) while its competencies and technologies also cover important areas of the semiconductor and the optoelectronic industries as well as other selected high-end markets based on semiconductor materials. Over the past ten years, Meyer Burger has risen to the forefront of the photovoltaic market and established itself as an international premium brand by offering superior precision products and innovative technologies.
Meyer Burger’s offering in systems, production equipment and services along the photovoltaic value chain includes the manufacturing processes for wafers, solar cells, solar modules and solar systems. Meyer Burger provides substantial added value to its customers and clearly differentiates itself from its competitors by focusing on core technologies of the value chain.
The company’s comprehensive product portfolio is complemented by a worldwide service network with spare parts, consumables, process know-how, customer support, after-sales services, training and other services. Meyer Burger is represented in Europe, Asia and North America in the respective key markets and has subsidiaries and own service centres in China, Germany, India, Japan, Korea, Malaysia, the Netherlands, Switzerland, Singapore, Taiwan and the USA. The company is also working intensively to develop new markets such as South America, Africa and the Arab region. The registered shares of Meyer Burger Technology Ltd are listed on the SIX Swiss Exchange (Ticker: MBTN).
Meyer Burger Technology AG
CH3645 Gwatt (Thun)
Telefon: +41 (33) 2212800
Telefax: +41 (33) 2212808
MEYER BURGER Technology AG
Telefon: +41 (33) 43938-34
c/o Tolxdorff & Eicher Consulting
Telefon: +41 (33) 22128-83