Press release
direct/ KEMET CORPORATION TO MAKE A PUBLIC TENDER OFFER FOR EVOX RIFA
KEMET Corporation and Evox Rifa Group Oyj have today entered into a combination agreement whereby KEMET, or a wholly owned subsidiary, will make a public tender offer to acquire all of the issued and outstanding shares in Evox Rifa.The offer price for the shares in Evox Rifa will be EUR 0.12 per share payable in cash. The offer price represents a premium of approximately 47 per cent compared to the volume-weighted average trading price of the Evox Rifa shares on the Helsinki Stock Exchange during the last 12 months and approximately 44 per cent compared to the average trading price during the last 3 months.
KEMET will also offer to acquire all of the loan notes under the convertible capital loan issued by Evox Rifa for a consideration corresponding to the aggregate of the nominal amount per loan note of EUR 100 plus accrued interest up to and including the closing date of the tender offer.
At the date hereof, Evox Rifa´s equity capital amounts to EUR 8,908,400.90 and the number of shares outstanding amounts to 178,156,018. The convertible capital loan issued by Evox Rifa amounts to EUR 5,587,900, and the loan notes issued thereunder can be converted into a total of 41,909,250 new shares in Evox Rifa.
Evox Rifa shareholders Fennogens Investments S.A., Veikko Laine Oy, Mr. Wee Cheng Hoon, Mr. Henrik Ehrnrooth and Mr. Pertti Laine, representing approximately 51.7 per cent of the share capital of Evox Rifa, have undertaken irrevocably and unconditionally to accept the tender offer. KEMET currently has no holdings in Evox Rifa.
KEMET has been informed that the Board of Directors of Evox Rifa is of the opinion that the offer consideration to be offered in KEMET´s public tender offer is fair from the perspective of the shareholders and holders of convertible loan notes, as a result of which the Board recommends the shareholders and holders of convertible loan notes to accept the offer.
"We are pleased to bring Evox Rifa within the KEMET group of companies, and look forward to integrating these operations into our business," said Per Loof, Chief Executive Officer of KEMET. "The high quality product offerings by Evox Rifa will be an excellent complement to KEMET´s existing product portfolio, and we believe the advanced technology of their manufacturing operations will reinforce our position as a technology leader in the field of passive components."
"I am confident that the employees of Evox Rifa worldwide will be enthusiastic about the opportunity to join forces with a passive electronic components technology leader such as KEMET," said Tuula Ylhäinen, President and Chief Executive Officer of Evox Rifa. "We believe the combination of our product and processing technology together with KEMET´s global logistics and customer service capability will provide our customers with enhanced opportunities. We are excited about the prospect of becoming a part of the KEMET organization."
Under the combination agreement, the Board of Directors of Evox Rifa has undertaken not to withdraw the recommendation for KEMET´s offer unless required to do so by the fiduciary duties of the Board of Directors under applicable laws and regulations. The Board has also agreed not to directly or indirectly initiate or encourage any competing proposals and, subject to its fiduciary duties, not to facilitate any competing proposal. The combination agreement also includes representations, warranties and undertakings by Evox Rifa customary in transactions of a similar nature.
The tender offer period is expected to commence on 12 March 2007 and expire on 12 April 2007. KEMET will reserve the right to extend or discontinue the offer period in accordance with the terms and conditions of the offer.
The completion of the tender offer will be subject to the following conditions:
(a) the valid tender of shares and loan notes representing more than 2/3 of the issued and outstanding shares and votes of Evox Rifa on a fully diluted basis (i.e. taking into consideration the effect of the conversion of all the loan notes, including without limitation those validly tendered, as if they all were converted into Evox Rifa shares, whether or not they actually are);
(b) the receipt of all necessary regulatory and other permits and approvals, including clearances from the competition authorities in Germany, on terms reasonably acceptable to KEMET;
(c) no event, circumstance or change having occurred after the announcement of the tender offer that results in or constitutes, or that can reasonably be expected to result in or constitute, a material adverse change (as defined in the terms and conditions of the offer);
(d) KEMET not, after the announcement of the tender offer, having received information previously undisclosed to it that has resulted in or constituted, or that can reasonably be expected to result in or constitute, a material adverse change (as defined in the terms and conditions of the offer);
(e) no court or regulatory authority of competent jurisdiction having given an order or issued any regulatory action preventing, postponing or materially challenging the consummation of the tender offer;
(f) the Board of Directors of Evox Rifa having issued its full statement regarding the tender offer (as required by the Finnish Securities Markets Act) within two (2) banking days from the commencement of the offer period recommending the shareholders and holders of loan notes to accept the tender offer and such recommendation remaining in force and not being changed;
(g) the combination agreement between the parties not having been terminated and remaining in force; and
(h) the undertaking by Fennogens Investment S.A., Veikko Laine Oy, Mr. Wee Cheng Hoon, Mr. Henrik Ehrnrooth and Mr. Pertti Laine, respectively, to accept the tender offer remaining in force in accordance with its present terms.
KEMET reserves the right to complete the tender offer even if the conditions for the completion of the tender offer are not fulfilled. As regards the competition clearance mentioned above, KEMET expects to receive such clearance within the offer period anticipated above.
Detailed terms and conditions of the tender offer will be included in the tender offer document to be published by KEMET before the commencement of the offer period. KEMET may under the combination agreement decide to transfer the public tender offer to a wholly owned direct or indirect subsidiary to be used as an acquisition vehicle in connection with the offer.
KEMET has adequate financial resources available to complete the tender offer and the offer will not be conditional upon obtaining financing for the offer.
KEMET´s intention is to acquire all the shares and loan notes in Evox Rifa and to cause the shares of Evox Rifa to be delisted from the Helsinki Stock Exchange as soon as permitted and practicable under applicable laws and regulations.
KEMET will host a press conference for representatives of the media and analysts, which will take place in Helsinki today 19 February 2007 at 11:00 am Finnish time at the Palace Hotel, Eteläranta 10, 10th floor, room 1.
KEMET will hold a conference call at 4:00 pm Finnish time (9:00 am ET) on Thursday, 22 February 2007 to discuss this release. To access the conference call, participants in the United States should dial +1 800 416 8033, and participants outside the United States should dial +1 706 643 0979. Participants should reference "KEMET Corporation" and the Conference ID # 9512173. In conjunction with the conference call, there will be a simultaneous live broadcast over the Internet, which can be accessed at http://www.kemet.com/ir. A replay of the conference call will be available, until midnight (ET) 8 March 2007, at the same link.
Roschier, Attorneys Ltd. acts as KEMET´s Finnish legal counsel and Kirkland & Ellis LLP as KEMET´s U.S. counsel in the tender offer. Nordea Bank Finland Plc has been appointed as KEMET´s financial adviser in the transaction and as the arranger of the tender offer.
KEMET Corporation
Board of Directors
Per-Olof Loof
Chief Executive Officer and Director
INFORMATION REGARDING EVOX RIFA
Evox Rifa Group Oyj manufactures passive electronic components, specializing in plastic film, paper and electrolytic capacitors. Their major customer groups are in industrial, automotive and consumer electronics and the lighting industry. Evox Rifa´s strength lies in the design and production of customized products that require specialist expertise. Evox Rifa, with headquarters in Finland, has a worldwide sales and distribution network. Its production plants are located in Indonesia, Great Britain, China, Sweden and Finland. Evox Rifa has two global business areas: Electrolytic Capacitors and Film and Paper Capacitors. Additional information can be found at http://www.evoxrifa.com.
INFORMATION REGARDING KEMET
KEMET Corporation provides industry-leading, high-performance electronic component solutions, including the world´s most complete line of surface-mount capacitor technologies across tantalum, ceramic, and solid aluminum dielectrics, provided with the world´s best quality, delivery and service. KEMET´s common stock is listed on the New York Stock Exchange under the symbol KEM. Additional information can be found at http://www.kemet.com.
FURTHER INFORMATION:
For KEMET:
Mr. Kirk Shockley, Vice President, Business Integration, tel +1 864 901 1471 or +1 864 228 4291 or
Mr. Dean Dimke, Director of Corporate and Marketing Communications, tel +1 864 228 4448
For Evox Rifa:
Mr. Jerker Molander, Vice Chairman of the Board of Directors, tel + 358 50 380 3845
The announcement distributed by directnews.
The issuer is solely responsible for the content of this announcement.
This release was published on openPR.
Permanent link to this press release:
Copy
Please set a link in the press area of your homepage to this press release on openPR. openPR disclaims liability for any content contained in this release.
You can edit or delete your press release direct/ KEMET CORPORATION TO MAKE A PUBLIC TENDER OFFER FOR EVOX RIFA here
News-ID: 15950 • Views: …
More Releases from KEMET CORPORATION

REVITA BEAUTY REVIEW 2023: BUYERS BEWARE! HOW LEGIT IS REVITA BEAUTY?
In a world where the pursuit of eternal youth has fueled a thriving beauty industry, a game-changing innovation has emerged, promising a transformative approach to achieving radiant, youthful skin. Say hello to the Revita Beauty 5-In-1 Skin Therapy Wand, a revolutionary device that challenges conventional beauty norms and empowers individuals to take control of their skincare journey.
Gone are the days of investing exorbitant amounts in overhyped luxury brand creams and…
More Releases for KEM
Chlorinated Polyvinyl Chloride Market Growing Popularity & Emerging Trends | Kem …
The Latest Released Global Chlorinated Polyvinyl Chloride market study has evaluated the future growth potential of Global Chlorinated Polyvinyl Chloride market and provides information and useful stats on market structure and size. The report is intended to provide market intelligence and strategic insights to help decision-makers take sound investment decisions and identify potential gaps and growth opportunities. Additionally, the report also identifies and analyses changing dynamics, and emerging trends along…
How KEM Hospital is Revolutionizing Pediatric Care in Mumbai
When it comes to pediatric care, KEM Hospital in Pune is making remarkable strides in revolutionizing healthcare for children. With its exceptional medical expertise, state-of-the-art facilities, and a compassionate approach, the hospital is setting new standards in pediatric care.
Cutting-Edge Technology for Accurate Diagnoses
KEM Hospital understands the importance of accurate diagnoses in pediatric cases. That's why they have invested in cutting-edge technology and advanced diagnostic equipment. From advanced imaging…
Evaluation Electronics Market: Insights, Trends and Forecast - Heidenhain, SIKO, …
The New Market Research Report - Evaluation Electronics Market
The evaluation electronics is a basic part of a light curtain without integrated electronics and can be mounted sevaral meters away from the light curtain.. The analysis tracks the impact of key market dynamics on the major challenges and the strategies adopted by key vendors and market players to overcome the challenges and expand their market presence.
Exact Research to Meet Your Business…
Chloromethanes Market 2020 Strategic Assessment - AkzoNobel, KEM ONE, INEOS, Dow …
The Chloromethanes Market report is a compilation of first-hand information, qualitative and quantitative assessment by industry analysts, inputs from industry experts and industry participants across the value chain. The report provides in-depth analysis of parent market trends, macro-economic indicators and governing factors along with market attractiveness as per segments. The report also maps the qualitative impact of various market factors on market segments and geographies.
Buy this Report At:
https://www.marketinsightsreports.com/report/purchase/01101746739?mode=su?source=openpr&Mode=PD11 …
KEM and AW-Lake extend the TRICOR Coriolis product portfolio
Sister companies KEM Küppers Elektromechanik GmbH (KEM) und AW-LAKE COMPANY announce the expansion of their TRICOR Coriolis Portfolio. The new TCMQ mass flow meters of the PRO Plus Series with sophisticated DSP technology offer high performance with an extremely short installation length.
Based on a strong tradition of innovative developments, the TRICOR Coriolis family has been extended by a further member. The new TRICOR PRO Plus Series with a modern…
Global Automatic Potentiometric Titrator Market 2017- Metrohm, Xylem, Hach, Hann …
Automatic Potentiometric Titrator
A market study based on the " Automatic Potentiometric Titrator Market " across the globe, recently added to the repository of Market Research, is titled ‘Global Automatic Potentiometric Titrator Market 2017’. The research report analyses the historical as well as present performance of the worldwide Automatic Potentiometric Titrator industry, and makes predictions on the future status of Automatic Potentiometric Titrator market on the basis of this analysis.
Get Free…