21.8.2017 | Austria
Successful completion of the mergerS&T AG (www.snt.at) reports the successful completion of the merger of Kontron AG into S&T Deutschland Holding AG, a subsidiary of the former. This completion took the form of today's entry in Munich's registry of companies of S&T Deutschland Holding AG. This causes the delisting of Kontron's stock on its exchange.
Hannes Niederhauser, CEO of S&T AG, expressed his satisfaction with the adherence to the schedule: “The successful conclusion of the merger enables to launch the second stage of the project of improvement of earnings. These will be yielded by the further exploitation of synergies. These are in the areas of administration, IT and technology. Our measures of restructuring Kontron are also proceeding according to plan. The merger has enabled us to achieve significant cost cuts. It has also permitted us to make progress towards our objective of being – through our relationship with Kontron – a leading supplier for the fast growing Industry 4.0 market.“
Kontron AG's shareholders are to become immediately – and without any further measures being required - those of S&T Deutschland Holding AG, which is not publicly listed. The former shareholders of Kontron AG have the following options:
Consignment of shares in S&T AG
The completion of the merger constitutes a key precondition for the conducting of the previously-announced capital increase for consideration being undertaken by S&T AG. This move enables the shares of the new S&T Deutschland Holding AG to be consigned to S&T AG, which will, in turn, grant newly-issued shares. The offer of consignment of consideration foresees 39 S&T Deutschland Holding AG shares' (corresponding to 39 Kontron AG shares prior to the merger) being exchanged for 10 S&T AG shares, with, as well, the payment of an additional 15 cents per S&T AG share granted. The requisite rounding off of peak amounts will be undertaken in cash. Basis for such is the valuation of each S&T Deutschland Holding AG share at €3.11. For reasons of simplicity of transaction, those entitled to subscribe will transfer their shares of S&T Deutschland Holding AG (ISIN DE000A2BPK83 / WKN A2B PK8.) – which thus constitute the consideration - to the trustee, which is SMC Investmentbank AG. In a move to have taken contractual effect on January 1, 2017, this bank, in turn, is to transfer these shares (the consideration) to S&T AG. The term of subscription has been set to be prospectively from August 30, 2017 to September 26, 2017. The shareholders of S&T Deutschland Holding AG are to be informed by their banks of shares deposit on the offer to consign consideration. The shareholders are then to be asked to give corresponding instructions. For it to be accepted and thus processed, this instruction has to be made expressly by the holder of shares in S&T Deutschland Holding AG. The failure to issue such an instruction will cause the corresponding shares in S&T Deutschland Holding AG to remain in the account of shares deposit of the shareholder.
The making of S&T AG's offer has been accompanied by the issuance of a securities prospect. This was approved on June 16, 2017 by Austria's FMA Financial Markets Supervisory Authority. The notification of this prospect was issued in Germany. Along with any amendments, the prospect is to be viewed on S&T's Website at http://snt.at/investor_relations/Sachkapitalerhoehung_2017.php.
Compensation in cash
The completion of the merger entitles those shareholders who lodged objections – as recorded in the minutes of the Annual General Meeting of Kontron AG on June 19, 2017 – to the merger to lay claim to receive compensation in cash amounting to EUR 3.11 per share. This laying of claim will cause such parties to no longer be shareholders of S&T Deutschland Holding AG. Such moves will also mean the lapsing of the offer to consign consideration in return for the receiving of shares of S&T AG. To activate this offer, the shareholder will be required to place a corresponding instruction with her or his bank of shares deposit. The term of this offer is two months, and starts on August 22, 2017. It thus ends on October 21, 2017. The shareholders that are entitled to lay claim for the compensation in cash and want to do such can brief themselves on the requisite steps and required information by visiting Kontron AG's Website - www.kontron.com/merger.
Further integration of Kontron
The focus has been placed on the conclusion of the integration of Kontron into the processes of the S&T Group. This should yield improvements in earnings of some EUR 8 million a year. The S&T Group also expects the exploitation of technology synergies to produce more than EUR 10 million annually in improved gross margins. These will be partially offset by the amortization costs accruing over the next few quarters. These costs will arise from purchase price allocations arising from the takeover of Kontron (one-time effects with no impact on cash).