Jul 21, 2011 - With only one final nod to be given, Swiss machine manufacturer Meyer Burger Technology AG (SWF:MBTN) finds itself very close to concluding the takeover of German photovoltaic (PV) technology firm Roth & Rau (ETR:R8R).
It took Meyer Burger more than three months to bolster its stake in the German company to more than 80%. A tie-up as this one is expected to improve Meyer Burger’s photovoltaics solutions and back the company's efforts to further reduce the cost of solar power.
by Ivan Shumkov
On April 11, 2011 Meyer Burger said it had launched a cash takeover bid of EUR 22 (USD 31.16) a piece for all shares of the German PV technology company that were held by public stockholders. The offer represents a premium of 41.5% to the average share price of Roth & Rau over the three-month period prior to that date.
The Swiss company’s announcement came after it had, as of April 10, secured an 11.3% stake in Roth & Rau from the latter’s founders and main shareholders Dietmar Roth, Silvia Roth and Bernd Rau. The specific move was funded through the issue of 840,802 registered shares out of the company’s authorised share capital.
The bid, backed by Roth & Rau’s executive board and its board of directors, is to be financed from existing cash resources and through a syndicated bank loan. The deal was initially scheduled to close in the third quarter of the year, after obtaining the required approvals from different antitrust authorities.
Later in April, Meyer Burger began to gradually raise its holding in Roth & Rau as it acquired another 6.34% in it from Dutch OTB Group BV, a maker of in-line production equipment. Meanwhile, Juergen Gutekunst, chief executive officer of German solar firm Rena, increased his stake in Roth & Rau to 10.49%. However, in an interview with Swiss paper Finanz und Wirtschaft, Meyer Burger’s CEO Peter Pauli said the acquisition was going according to plan and there was hardly any company that could make a rival public offer for Roth & Rau.
On May 5, the acceptance period of Meyer Burger’s offer commenced, enabling Roth & Rau’s shareholders to tender their shares until June 3. The tender period started after it got the go-ahead by German financial watchdog Bafin. The German Cartel Authority then quickly cleared the acquisition as well.
On May 16, Roth & Rau said it viewed Meyer Burger’s offer as appropriate and advised its shareholders to accept it. Ten days later the suitor announced it had raised its holding in the company to 19.74%.
In another interview with Finanz und Wirtschaft, Peter Pauli said that chances for a competitive offer for Roth & Rau were very tiny. His comment came after Gutekunst lifted his interest in the German party to above 15%.
Since Meyer Burger failed to acquire the desired holding by June 3, it launched an additional acceptance period until June 22. Within the original public offer period, the Swiss machine maker's stake in Roth & Rau reached 32.38%. The bidder said it would not revise its EUR 22 per share bid and added that, upon expiration of the additional acceptance period, it would only increase its holding in the target company at lower prices. Previously, Cypriot investment group KLK Holding, which at that time held a stake of 10% in the German PV specialist, was cited by daily Handelsblatt as saying that the takeover offer launched by Meyer Burger was too low.
Eventually, the Swiss company managed to achieve its initial goal to acquire over 50% in Roth & Rau. On June 24, Meyer Burger announced it had taken the 19.9% interest owned by Gutekunst. Few days later, the company said it controlled more than 75% of the share capital and voting rights of the German firm, while on the following day, it published the final results of the takeover bid, saying that it held a stake of 81.89%. Meyer Burger also added it would initiate a consolidation and integration process as soon as the Chinese cartel authorities grant their approval.
At the end of the month, a spokesperson for the Swiss machine maker told local news agency AWP that KLK Holding had reduced its stake in Roth & Rau to 4.04%, but the particular stock was not offered to Meyer Burger.
On July 18, the Chinese antitrust authorities extended the review of the transaction, which is the final condition on the deal.
(USD 1 = EUR 0.706)
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