Micronic Laser Systems AB intends to acquire MYDATA automation AB
Skanditek Industriförvaltning AB (Skanditek) and Micronic Laser Systems AB (Micronic) have signed a Letter of intent concerning a business combination of Skanditek´s subsidiary MYDATA automation AB (MYDATA) and Micronic. Micronic acquires MYDATA against payment in the form of newly issued shares in Micronic.
MYDATA is currently a subsidiary of Skanditek, which owns 95 per cent of the company. Skanditek’s principal shareholders have been owners of MYDATA for more than 20 years.
Following the transaction, Skanditek will be the largest shareholder in Micronic, owning about 38 per cent of the capital and votes.
The new group will increase its critical mass, with pro forma 2008 sales corresponding to SEK 1.2 billion.
Micronic is today the world’s leading manufacturer of pattern generators for photomasks for the production of flat panel displays and of electronic packaging, as well as laser pattern generators for the semiconductor industry. Micronic foresees future potential in using its unique patented technology for further growing its business in new, closely related application areas.
Skanditek’s assessment is that the combination of the two companies offers highly attractive opportunities for industrial synergies in the years ahead as technical advances in packaging technology and surface mounting technologies for electrical components continue to convergence towards a shared technical platform.
“We look forward to becoming the main owner of the new group. As a result of the transaction, two high-tech Swedish companies in the global electronics industry based on unique and patented technologies. Our ambition as main owner is to capitalize on the industrial synergies and other business opportunities within the new group. At the same time, it is important to maintain the business focus of the current core businesses,” says Patrik Tigerschiöld, President and CEO of Skanditek and Chairman of the Board of MYDATA.
Also refer to the enclosed press release from Micronic Laser Systems AB and MYDATA automation AB.
Stockholm, April 21, 2009
SKANDITEK INDUSTRIFÖRVALTNING AB (publ)
For more information, please contact:
Patrik Tigerschiöld, CEO,
phone +46-8-614 00 20, email patrik.tigerschiold@skanditek.se
Skanditek is an industrial holding company with investments primarily in Swedish companies. The business concept is to generate sustainable and healthy value growth by means of industrial management of operational companies. The portfolio comprises ten investments in the electronics, bio/medical technology and services sectors. The portfolio companies are Bure Equity, AcadeMedia, MYDATA automation, PartnerTech, Vitrolife, CMA Microdialysis, Theducation, The Chimney Pot, H.Lundén and Aptilo. Skanditek is listed on NASDAQ OMX Stockholm, Mid Cap.
The information contained in this press release is such that Skanditek is obligated to publish in accordance with the Securities Exchange and Clearing Operations Act and the Financial Instruments Trading Act. The information was submitted for publishing on April 21, 2009 at 07:10 CET.
Stockholm, 21 April 2009
Press release
Micronic Laser Systems AB announces its intention to acquire MYDATA automation AB
Summary
• Micronic Laser Systems and Skanditek Industriförvaltning have signed a letter of intent whereby Micronic intends to acquire MYDATA automation.
• The transaction is structured so that Micronic Laser Systems acquires MYDATA automation from Skanditek Industriförvaltning and the minority shareholders against payment in the form of newly issued shares in Micronic. Following the transaction, Skanditek Industriförvaltning will be the largest shareholder in Micronic, owning approximately 38 per cent of the capital and votes.
• Combining Micronic and MYDATA will create large potential within the market for electronic packaging using Micronic’s and MYDATA’s complementary knowledge and experience in the area. The transaction is expected to result in operational synergies as well as reduced financial volatility for the combined company.
• The combined company will have annual sales of SEK 1.2 billion (based on 2008 performance), approximately 640 employees and operations in 11 countries around the world.
Presentation and Q&A
A conference call will be held this afternoon at 15:30 CET where investors, analysts and media will be given the opportunity to ask questions.
Call in details: Persons interested in participating on the conference call, please email ankie.jorgne@micronic.se or call Ankie on +46 8 638 54 64 no later than 13.00 CET in order to receive call in details.
The intended transaction
Micronic Laser Systems AB (publ) (“Micronic”) and Skanditek Industriförvaltning AB (publ) (“Skanditek”) have signed a Letter of Intent whereby Micronic intends to acquire MYDATA automation AB (“MYDATA”) from Skanditek and MYDATA’s other shareholders (jointly referred to as “MYDATA Shareholders”) (the “Transaction”). Payment for the shares in MYDATA is intended to be made in the form of newly issued shares in Micronic. Following the Transaction, Skanditek will be the largest shareholder in Micronic owning approximately 38 per cent of the company.
MYDATA in brief
MYDATA designs, manufactures and markets surface mount technology (“SMT”) process equipment for the electronics industry. Based on a modular hardware and software design, MYDATA equipment has been developed for flexibility and high-yield production. By focusing on faster changeovers and set-ups, and on achieving the lowest possible cost per mounted component, MYDATA has built a strong customer base and long-term relationships with customers in countries throughout the world.
MYDATA is headquartered in Bromma, Sweden, and has approximately 290 employees. Operations such as development and manufacturing are conducted in Sweden. The company also has sales and service operations in the UK, Germany, France, the Netherlands, USA, Japan, Singapore and China.
In 2008, MYDATA reported sales of SEK 625 million and an operating loss of SEK 31 million 1).
Background and reasons for the Transaction
Opportunities within electronic packaging
Combining Micronic and MYDATA will create large potential within the growing market for electronic packaging using Micronic’s and MYDATA’s complementary knowledge and experience in this market.
Micronic sees an opportunity to develop new products within the field of electronic packaging of Printed Circuit Boards (“PCB”). Micronic has technology with superior precision and data handling for image formation in the area of advanced electronic packaging. MYDATA has a strong know-how of the PCB industry and a new product for “direct write” (so called Jetting) of solder paste for the PCB. These technologies and market know-how forms a foundation with a large potential to develop products within the market from silicon circuits to the finished PCBs.
Operational synergies
The companies are similar enough to already today benefit from synergies by coordinating sourcing, R&D efforts and administrative functions. There will also be cooperation benefits by a more optimal use of the two organisations’ production facilities. The two companies are today operating on somewhat different geographical markets which creates opportunities for MYDATA to strengthen it’s presence in markets where Micronic is strong such as Japan, South Korea, Taiwan and China.
Reduced financial volatility
Micronic operates on a market with low short-term demand visibility and high cyclicality that makes the company’s sales and profits volatile. MYDATA’s markets on the other hand are also cyclical, but with a business cycle which is more stable than Micronic’s. MYDATA’s business is based on a structure with a large number of small customers, which differs from Micronic’s structure based on small number of large customers. Combining Micronic with MYDATA is thereby expected to reduce the overall volatility in sales and profitability.
1) Under Swedish GAAP.
Shareholder perspective
Given the relatively small size of both Micronic and MYDATA, a combination of the two companies would likely have a positive effect in the capital markets through higher interest from media, analysts and investors.
The Transaction entails that Skanditek – that has a long-term view on its ownership in MYDATA, and thus its ownership in Micronic after the Transaction – will own approximately 38 per cent of Micronic following the Transaction and will thereby become the company’s largest shareholder.
Letter of intent – key terms
• Exchange ratio. The Transaction implies that Micronic will issue new shares as consideration for the acquired MYDATA shares so that MYDATA Shareholders after the Transaction become owners of 40 per cent of the shares in Micronic. Based on Micronic’s closing share price on NASDAQ OMX Stockholm on 20 April 2009 of SEK 13.50, the market capitalisation of Micronic totalled SEK 529 million, implying a value of MYDATA of SEK 352 million. Based on Micronic’s average closing share price on NASDAQ OMX Stockholm over the preceeding 30 trading days of SEK 9.96 per share, the corresponding values totalled SEK 390 million and SEK 260 million for Micronic and MYDATA respectively.
• Board of Directors. The intention is that Skanditek will have the right to appoint two of five (or corresponding ratio) board members in connection with Micronic’s extraordinary general meeting to be held on 2 July 2009.
• Shareholders. Catella funds, being the largest shareholder 2) in Micronic as well as the largest institutional shareholder in Skanditek 3), supports the Transaction and intends to vote in favour thereof on Micronic’s extraordinary general meeting.
• Due diligence. The two companies will conduct due diligence exercises on each other. The Transaction is conditional upon satisfactory due diligence outcome.
Indicative time table
Due diligence 22 April – 12 May
Extraordinary general meeting notice published 1 June
Prospectus made public 16 June
Micronic extraordinary general meeting 2 July
Newly issued shares included in trading on NASDAQ OMX Stockholm 13 July
All dates above are tentative and subject to change.
Extraordinary general meeting
The Transaction is conditional upon, inter alia, that an extraordinary general meeting (“EGM”) in Micronic approves the new share issue of approximately 26.1 million shares with payment in kind as well as an amendment of the articles of association in order to enable the new share issue, which requires support of shareholders representing not less than 2/3 of the votes cast as well as of the shares represented at the EGM. The Board of Directors of Micronic intends to summon an EGM once a binding share purchase agreement has been entered into between Micronic and Skanditek.
2) SIS Ägarservice as per 31 March 2009.
3) SIS Ägarservice as per 31 March 2009.
Exemption from mandatory offer
Skanditek, which following the Transaction will own shares representing more than 30 per cent of the votes in Micronic, has been granted an exemption from the mandatory offer rules from the Swedish Securities Council (Sw. Aktiemarknadsnämnden), which was a prerequisite for the Transaction.
Advisers
Carnegie is acting as financial adviser and Advokatfirman Vinge is acting as legal adviser to Micronic in connection with the Transaction.
Contact persons
Lena Treschow Torell, Chairman of the Board of Directors: +46 8 638 52 00
Sven Löfquist, President & CEO: +46 8 638 52 00
About Micronic Laser Systems AB (publ)
Micronic Laser Systems is a Swedish high-tech company engaged in the development, manufacture and marketing of a series of extremely accurate laser pattern generators for the production of photomasks. The technology involved is known as microlithography. Micronic´s product offering also includes metrology systems for display photomasks. Micronic´s systems are used by the world´s leading electronics companies in the manufacture of television and computer displays, semiconductor circuits and semiconductor packaging components. Micronic is located in Täby, north of Stockholm, and at present has subsidiaries in the United States, Japan, South Korea and in Taiwan. Micronic maintains a web site at: http://www.micronic.se
The information has been made public according to the Swedish Securities Market Act and/or the Swedish Financial Instruments Trading Act. This information was submitted for disclosure on 21 April 2009 at 07.00 CET.
Press release
Micronic Laser Systems AB intends to acquire MYDATA automation AB
Bromma, Sweden, April 21, 2009
Micronic Laser Systems and Skanditek Industriförvaltning have signed a letter of intent whereby Micronic intends to acquire MYDATA automation. The transaction is structured so that Micronic Laser Systems acquires MYDATA automation from Skanditek Industriförvaltning and the minority shareholders against payment in the form of newly issued shares in Micronic. Following the transaction, Skanditek Industriförvaltning will be the largest shareholder in Micronic, owning close to 38 per cent of the capital and vote.
The combined company will have a revenue of approximately SEK 1.2 billion annually, employ 640 people and have a market presence in more than 40 countries. MYDATA will become a part of a listed company, where Skanditek will continue to be the major shareholder. The key rationale is to combine the strengths of two leading companies developing capital equipment for the imaging and electronics industries. The combined company will operate from a stronger financial position and have increased possibilities for future growth.
The foundation for merging Micronic and MYDATA lies upon the core values and competencies that both companies share today. Both companies are committed to a high degree of innovation and to developing leading products in their respective fields. The merged company will be able to exploit operational synergies over time, such as product development and production by combining competences and know-how.
“Today the two companies address different market segments in the electronics industry. There is a strong trend, driven by the development in the consumer electronic segment, of closing the gap between the traditional semiconductor and SMT-industries. We see an interesting and real opportunity to combine technologies from both companies to exploit the possibilities in this new segment” says MYDATA CEO Bengt Broman.
The combined company will continue to operate the existing businesses separated. For the SMT-segment the combined company will stay on the same strategic direction as before and will remain committed to continue the business, without disruption, as the leader of solutions for flexible electronics production.
“Our customers will be positively affected by this transaction. From a stronger platform we remain committed to serve our customers as we have done for more than 20 years. We will continue to use the same sales and support structure. Further, there is no change to our commitment to continue to develop our product and services portfolio” continues Bengt Broman.
For more data about Micronic see http://www.micronic.se.
For more information please contact:
Bengt Broman
MYDATA automation AB
Box 20155
161 02 STOCKHOLM/BROMMA
SWEDEN
Tel: +46-8-4755500
Fax: +46-8-4755501
bengt.broman@mydata.se
MYDATA automation designs, manufactures and markets SMT process equipment for the electronics industry. Its mission is to be always innovating – in order to satisfy the electronic industry’s need for surface mount technology and services that meet the highest demands in terms of productivity and quality.
Based on a modular hardware and software design, MYDATA equipment has been developed for flexibility and high-yield production over time. By focusing on faster changeovers and set-ups, and on achieving the lowest possible cost per mounted component, MYDATA has built a strong customer base and long-term relationships with customers in countries throughout the world.
Sweden-based MYDATA has a worldwide sales and customer support network with subsidiaries in the Netherlands, the United Kingdom, France, the United States, Japan, China and Singapore.
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