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WACKERÂ’S OFFER PRICE IS EUR80 PER SHARE
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- OFFER SIZE OF APPROXIMATELY EUR1.2 BILLION INCLUDING GREENSHOE OPTION - WACKER SHARES MORE THAN 18 TIMES OVERSUBSCRIBED AT OFFER PRICE - CEO PETER-ALEXANDER WACKER "WE ARE PLEASED WITH THE STRONG INVESTOR CONFIDENCE"
Munich, April 8, 2006 - The offer price for WACKERÂ’s IPO has been set at EUR80 per share by Wacker Chemie AG together with the other selling shareholders Blue Elephant Holding GmbH and Morgan Stanley & Co. Inc., and the Global Coordinators and Joint Bookrunners Morgan Stanley and UBS Investment Bank. At the offer price, which is at the upper end of the price range of EUR70 to EUR80, WACKERÂ’s shares were more than 18 times oversubscribed.
"We are very pleased with the success of the roadshow and the high level of investor confidence. In our opinion, this confirms our corporate strategy which is targeted at long-term, profitable growth", said CEO Peter-Alexander Wacker.
Based on the offer price and including the number of treasury shares offered by the company, Wacker Chemie AGÂ’s market capitalization will be EUR3.97 billion (if the Greenshoe option is exercised in full). The company will receive proceeds of about EUR428 million from the sale of treasury shares (if the Greenshoe option is exercised in full). The free float will be at 28.75 percent if the Greenshoe option is exercised in full. 20 percent of the free float can then be attributed to retail investors. Start of trading on the Official Market (Prime Standard) of the Frankfurt Stock Exchange is scheduled for April 10. Following the placement of treasury shares, total shares outstanding will be approximately 49.7 million, assuming the Greenshoe option is exercised in full.
Based on the offer price, and including over-allotment, the total offer size is approximately EUR1.2 billion with a total of 14,993,873 shares (including over-allotment) being placed. Excluding over-allotment, 4,571,430 shares were placed from the holdings of Wacker Chemie AG, 6,935,640 from the holdings of Blue Elephant Holding GmbH and 1,531,080 from the holdings of Morgan Stanley & Co. Inc. If exercised, the Greenshoe option comprises of up to 1,955,723 additional shares from the holdings of Wacker Chemie AG (max. 776,953 shares) and the holdings of Blue Elephant Holding GmbH (max. 1,178,770 shares). 80 percent of the total 14,993,873 shares will go to institutional investors and 20 percent to private investors. All shares (except for treasury shares held by the company) carry full dividend rights as of January 1, 2006.
The shares were alloted to private investors in Germany in compliance with the "Principles for the Allotment of Share Issues to Private Investors", issued by the Stock Exchange Commission of Experts at the Federal Ministry of Finance on June 7, 2000. All underwriting banks were subject to uniform allotment criteria: Due to strong demand, only every fourth order was considered under a drawing scheme. By means of a transparent code, shares were alloted to private investors who had placed successful orders with one of the participating banks. Retail investors who received an allocation and who ordered up to 50 shares will receive a maximum of 30 shares. Those who ordered above 50 shares will be fully allocated for the first 35 shares. In addition, they will receive 25 percent of their remaining order. The maximum allocation for retail investors will be 500 shares. About 1.1 percent of the offer size (incl. Greenshoe option) went to the companyÂ’s employees and members of the management board and supervisory board under a preferential allotment scheme. Approximately 50 percent of the entitled employees subscribed shares under this preferential allotment scheme.
Dr. Alexander Wacker Familiengesellschaft mbH will continue to own a 55.64-percent shareholding, while Blue Elephant Holding GmbH will retain about 10.86 percent if the Greenshoe option is exercised in full. Wacker Chemie AG will continue to hold 2.47 million treasury shares (equal to about 4.74 percent), assuming full exercise of the Greenshoe option. For these shares, the company will by law neither be entitled to voting rights nor to dividend rights. Morgan Stanley & Co. Inc. will no longer be a shareholder in the company. WACKER and the major shareholders have undertaken to lock up their remaining shares for a period of six months from the initial listing of the shares.
The company intends to invest the proceeds in growth areas. One focus is production-capacity expansion at WACKER SILICONESÂ’ site in Zhangjiagang, China. Other examples are the construction of a new polysilicon facility in Burghausen (WACKER POLYSILICON) and capacity expansions for 300-mm wafers (Siltronic). The proceeds received by Blue Elephant Holding GmbH are intended to refinance the shares acquired from Sanofi-Aventis in Wacker-Chemie GmbH.
This press release does not constitute an offer to sell or the solicitation of an offer to purchase the shares or other securities of Wacker Chemie AG. The offer is made exclusively through and on the basis of the prospectus, as published, and supplement No. 1 thereto. Investors should not make an investment decision with respect to the shares or any other securities of Wacker Chemie AG except on the basis of the information contained in the prospectus and supplement No. 1 thereto. Free copies of this material are available to investors from Wacker Chemie AG.
This press release is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Any public offering of securities to be made in the United States of America will be made by means of a prospectus that may be obtained from Wacker Chemie AG and that will contain detailed information about the company and management, as well as financial statements. The information contained in this press release is not for publication or distribution in the United States of America, Canada, Australia or Japan and does not constitute an offer of securities for sale in the United States of America, Canada, Australia or Japan.
This press release is directed only at persons outside the U.K. (the "relevant persons"). Each solicitation of an offer, each offer and each agreement to subscribe for, to purchase or to otherwise acquire the securities is directed only at relevant persons and at certain other persons or will be entered into only with relevant persons or certain other persons. Persons who are not relevant persons should not act on the basis of or rely on the information contained therein.
This press release contains forward looking statements for the future based on assumptions and estimates of WACKER's Executive Board. Although we assume the expectations in these forward looking statements are realistic, we cannot guarantee they will prove to be correct. The assumptions may harbor risks and uncertainties that may cause the actual figures to differ considerably from the forward looking statements. Factors that may cause such discrepancies include, among other things, changes in the economic and business environment, variations in exchange and interest rates, the introduction of competing products, lack of acceptance for new products or services, and changes in corporate strategy. WACKER does not plan to update the forward looking statements, nor does it assume the obligation to do so.
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ots Originaltext: Wacker Chemie AG
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