DGAP-News

Pfeiffer Vacuum Technology AG: Joint statement by Management Board and Supervisory Board - Seite 2

The Management and Supervisory Boards thoroughly examined the offer's adequacy from a financial viewpoint and deemed it to be inadequate. This position is supported by assessments - so-called inadequacy opinions - conducted by UBS Europe SE and Commerzbank Bank AG. Both banks concluded independently of one another that the price of EUR 110.00 per Pfeiffer Vacuum share offered by the Busch Group is inadequate from a financial perspective.

Pfeiffer Vacuum's Management and Supervisory Boards are unconvinced by the Busch Group's statements indicating the premium offered in consideration is attractive to Pfeiffer Vacuum's shareholders. The Management and Supervisory Boards believe that the average price prior to the announcement of the first failed offer on January 24, 2017 and quoted by the Busch Group was, at best, relevant to the first offer. However, this average price should not be invoked as grounds for the attractiveness of the current offer's premium. Pfeiffer Vacuum's overall very positive share price development prior to the announcement of the decision to launch a second offer on March 29, 2017 was, according to the assessment of the Management and Supervisory Boards, not significantly influenced by the initial offer. Furthermore, the consideration offered constitutes an 8.30 percent discount on the Pfeiffer Vacuum share price as at April 11, 2017, the last trading day before the Busch Group published the second offer document. The Pfeiffer Vacuum stock's closing price on that day was EUR 119.95. It is also to be assumed that the offer price fails to take into account potential synergies and the expected significant financial benefits for the Busch Group that could result from the cooperation of Pfeiffer Vacuum and the Busch Group, to the detriment of the other shareholders.

In view of the above, the statements made by the Busch Group in the offer document - that it also aims to take control of Pfeiffer Vacuum via the supervisory board chair - are to be seen in a critical light. The Management and Supervisory Boards come to the assessment that, given the lack of an appropriate offer price for the other shareholders, this takeover of a controlling stake is not in the interest of the company and its shareholders and is an important reason for not supporting the offer. For the same reason a high attendance at the Annual General Meeting on May 23, 2017, will be necessary to safeguard shareholders' rights.