DGAP-Adhoc One Equity Partners (OEP) announces voluntary public takeover offer for SMARTRAC

SMARTRAC N.V. / Miscellaneous

30.08.2010 07:48

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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* Offer price of EUR 20.00 per share
* Public takeover bid supported by management board and supervisory board
of SMARTRAC
* Takeover offer to provide further financial flexibility and back
SMARTRAC´s strong market position and growth potential

Amsterdam, August 30, 2010 - SMARTRAC N.V., the leading developer,
manufacturer and supplier of RFID transponders, and One Equity Partners
(OEP), have signed a foundation agreement today, which has the aim of
common strategic cooperation and the entry of OEP as major shareholder of
SMARTRAC. In this context, OEP will launch a voluntary public takeover
offer to SMARTRAC shareholders at an offer price of 20.00 Euro per share.
The offer is supported by SMARTRAC´s management board and supervisory
board. SMARTRAC´s successful business model will be further expanded
consistently.

Public takeover offer to the shareholders
OEP intends, through OEP Technologie B.V., an acquisition company
controlled by it, to launch a voluntary public takeover offer to SMARTRAC
shareholders and will offer a price of 20.00 Euro per share in cash. The
acceptance period for the offer will begin after approval of the submitted
offer document by the German Federal Financial Supervisory Authority
(BaFin), which is likely to be granted at the beginning of October 2010.
The offer, at a price of 20.00 Euro per share, corresponds to a 17.0
percent premium on the Xetra closing price of SMARTRAC´s shares on 27
August 2010 and a 34.0 percent premium on the weighted average market price
of the three months prior to 30 August 2010. The closing of the transaction
will only be subject to antitrust clearance and approval by the German
Federal Ministry of Economics and Technology; i.e., the offer will not be
subject to a minimum acceptance rate or any other conditions.

Support of the offer by management and supervisory board
The members of the management board, Dr. Christian Fischer and Manfred
Rietzler, and the supervisory board support the offer.

The members of the management board will tender a combined stake of
approximately 3.5 percent in the offer from OEP. In addition, Mr. Rietzler
will agree to pool another 10.57 percent of his stake with OEP. OEP regards
it as particularly important that Dr. Christian Fischer will continue to
lead the company as CEO and pursue the successful growth path of SMARTRAC.
The foundation agreement stipulates that OEP and SMARTRAC, subject to the
approval of SMARTRAC´s shareholders´ meeting, aim to grant OEP one to two
seats on the supervisory board depending on the size of its shareholding.

Ten percent capital increase in October
After the granting of official approvals, SMARTRAC is planning a ten
percent increase of the share capital of the company against cash
contributions and excluding the subscription rights of shareholders. OEP
has committed to acquire all the new shares. The capital increase at a
share price of EUR 17.50 per share will provide SMARTRAC with funds in the
amount of approximately EUR 25.9 million. SMARTRAC intends to use the
proceeds partly to meet the liabilities in connection with previous
acquisitions, and partly to increase financial flexibility for the further
growth strategy of the company.

Further development of SMARTRAC´s successful business model
The common conception of SMARTRAC and OEP is based on the continuation of
SMARTRAC´s growth strategy under the leadership of the hitherto existing
management team and Dr. Fischer as CEO. SMARTRAC and OEP intend to apply
their mutual corporate experience to the planned cooperation based on
partnership in order to take advantage of the growth opportunities in the
RFID market on the basis of SMARTRAC´s successful business model and strong
brand and to further promote SMARTRAC´s strategic development through
organic growth and selected acquisitions.

For SMARTRAC
Tanja Möhler
SMARTRAC N.V.
Corporate Communications
Tel: +31 20 30 50 157
Email: tanja.moehler@smartrac-group.com   
Internet: www.smartrac-group.com

For OEP
Max Hohenberg
CNC Communications & Network Consulting AG
Tel.: +49 172 899 6264
Email: max.hohenberg@cnc-communications.com
Web: www.oneequity.com

30.08.2010 07:48 Ad hoc announcement, Financial News and Press Release distributed by DGAP. Medienarchiv at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      SMARTRAC N.V.
              Strawinskylaan 851
              1077 XX  Amsterdam
              Niederlande
Phone:        +31 20 30 50 156
Fax:          +31 20 30 50 155
E-mail:       investor.relations@smartrac-group.com
Internet:     www.smartrac-group.com
ISIN:         NL0000186633
WKN:          A0JEHN
Indices:      TecDAX
Listed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
              in München, Berlin, Düsseldorf, Stuttgart

End of News                                     DGAP News-Service

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