TheChek News Flow

Pursuant to § 27 of the German Securities Acquisition and Takeover Act (WpÜG), the Management Board and the Supervisory Board of Pfeiffer Vacuum Technology AG ("Pfeiffer Vacuum") today issued its reasoned statement on the offer submitted February 13, 2017, by Pangea GmbH, a company wholly owned by Busch SE ("Busch Group").

The Management Board and the Supervisory Board are of the opinion that the Busch Group's offer is not in the interest of Pfeiffer Vacuum and its shareholders. Both bodies therefore advise the shareholders of Pfeiffer Vacuum to not accept the Busch Group's offer.

Manfred Bender, CEO of Pfeiffer Vacuum Technology AG, says: "The Busch Group is aiming to gain active control of Pfeiffer Vacuum without paying a customary and appropriate takeover premium. A coherent strategic concept for potential collaboration has not yet been presented by Busch. In the best interest of Pfeiffer Vacuum and its shareholders, we must therefore reject this inadequate offer and advise our shareholders to not accept it."

Having carefully reviewed the offer and the consideration to be given in return, the Management Board and the Supervisory Board deem the latter, especially, to be inadequate. This position is supported by the customary assessments of UBS Europe SE and equinet Bank AG. The so-called inadequacy opinions examine the offer's adequacy from a financial viewpoint. Both banks concluded independently that the price of EUR 96.20 per Pfeiffer Vacuum share offered by the Busch Group is inadequate from a financial perspective.

The Busch Group stated in the offer document that it considers to put a profit transfer or domination agreement between the Busch Group and Pfeiffer Vacuum in place as soon as the offer has been successfully concluded. The Management Board and the Supervisory Board of Pfeiffer Vacuum take a critical view of this plan because the aim is to take de facto control over Pfeiffer Vacuum without paying shareholders a customary premium for acquiring such a controlling interest.

The premium on the share price offered in consideration is well below the premiums paid in comparable transactions, and constitutes a 7.46 percent discount on the Pfeiffer Vacuum share price as at February 10, 2017, the last trading day before the Busch Group published the offer document. The Pfeiffer Vacuum shares’ closing price on that day was EUR 103.95.

The Management and Supervisory Board believe that the Busch Group may actively interfere with Pfeiffer Vacuum's strategic setup, as the Busch Group has made several attempts to influence decisions within the remit of Pfeiffer Vacuum's Management Board or Supervisory Board in the past. Adding to this concern is the fact that the Busch Group has been changing its stated intentions with regard to its stake in Pfeiffer Vacuum within a short period of time.

Beyond that, it is the Management Board’s and the Supervisory Board's opinion that the offered consideration in no way reflects the vacuum industry's growth potential, as specified by the Busch Group itself, nor the resulting medium-term value upside of Pfeiffer Vacuum.

Manfred Bender, CEO of Pfeiffer Vacuum Technology AG, says: "Pfeiffer Vacuum is strategically, technologically and financially in a very good position to realize the growth potential on its own and in the interest of the company and its shareholders. We will continue to pursue our successful strategy of combining organic growth in markets such as Asia and the USA with strategic acquisitions, thereby offering our shareholders attractive long-term prospects. We are also reviewing further options to ensure our shareholders participate adequately in the value creation at Pfeiffer Vacuum."

The full reasoned statement of the Management Board and the Supervisory Board of Pfeiffer Vacuum can be viewed on the company website via the following link.