DGAP-Adhoc

Infineon Technologies AG: Infineon Technologies AG to Acquire International Rectifier Corporation for US-Dollar 40 per share, approximately US-Dollar 3 billion in cash

Infineon Technologies AG / Key word(s): Mergers & Acquisitions/Offer

20.08.2014 18:02

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
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The issuer is solely responsible for the content of this announcement.

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Infineon Technologies AG to Acquire International Rectifier Corporation for
US-Dollar 40 per share, approximately US-Dollar 3 billion in cash

Infineon Technologies AG, Neubiberg/Germany, and International Rectifier
Corporation, El Segundo/California, today announced that they have signed a
definitive agreement under which Infineon will acquire International
Rectifier for US-Dollar 40 per share in an all-cash transaction valued at
approximately US-Dollar 3 billion.

The International Rectifier Board of Directors has and Infineon's
Supervisory Board have approved the transaction. The closing of the
transaction is subject to regulatory approvals in various jurisdictions and
customary closing conditions, as well as approval of International
Rectifier stockholders. The transaction is expected to close late in the
calendar year 2014 or early in the calendar year 2015 subject to regulatory
approval.

The acquisition is expected to be accretive to pro-forma earnings per share
(EPS) already in the fiscal year of closing. Synergies are expected to
drive significant accretion going forward, building on International
Rectifier's existing successful operational restructuring. In the second
full fiscal year of operation after closing, International Rectifier's
margin contribution is expected to be at least in line with Infineon's
target of 15 percent Segment Result margin over the cycle. As such,
Infineon maintains its target of 15 percent average-cycle Segment Result
margin.

Under the terms and conditions of the agreement, Infineon will pay
US-Dollar 40 per share in cash for all of International Rectifier's
outstanding shares, representing a fully diluted enterprise value of
approximately US-Dollar 2.4 billion. The transaction price represents a
premium of approximately 48 percent over the average share price of
International Rectifier during the last three months and a premium of
approximately 51 percent over the closing share price of International
Rectifier on August 19, 2014.

Infineon will fund the transaction using cash-on-hand and fully
underwritten credit facilities of Euro 1.5 billion in total. Upon closing
of the transaction, Infineon's capital structure should stay well within
the previously communicated targets of 30 to 40 percent gross
cash-to-revenue, no more than 2x gross debt-to-EBITDA and a positive net
cash position.

***

This Ad Hoc release contains forward-looking statements about the business,
financial condition and performance of the Infineon Group, as well as the
proposed acquisition of International Rectifier by Infineon.

These statements are based on assumptions and projections resting upon
currently available information and present estimates. They are subject to
a multitude of uncertainties and risks. Actual business developments may
therefore differ materially from what has been expected.

Beyond disclosure requirements stipulated by law, Infineon does not
undertake any obligation to update forward-looking statements.


20.08.2014 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: Infineon Technologies AG
Am Campeon 1-12
85579 Neubiberg
Germany
Phone: [phone]
Fax: [phone]
E-mail: [e-mail]
Internet: www.infineon.com
ISIN: DE0006231004
WKN: 623100
Indices: DAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart;
Terminbörse EUREX

End of Announcement DGAP News-Service

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