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EANS-Adhoc: Semperit AG Holding
Takeover of Malaysian Latexx Partners leads to
next phase of global growth
-------------------------------------------------------------------------------- ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement. -------------------------------------------------------------------------------- Company Information 08.10.2012 - Semperit has secured a 47.3% stake in Latexx Partners from its core shareholders - Semperit will launch a voluntary conditional cash offer for all outstanding shares and warrants of Latexx Partners - Purchase and Offer Price of MYR 2.30 (EUR 0.58) per share in cash and MYR 1.77 (EUR 0.45) per warrant in cash - Semperit will significantly improve its position among the world's leading glove producers Vienna/Kuala Lumpur, October 8, 2012. Semperit AG Holding ("Semperit") (Bloomberg ticker: SEM:AV, Reuters: SMPV.VI) today entered into agreements to acquire a significant stake in Malaysian Latexx Partners Berhad ("Latexx Partners") (Bloomberg ticker: LTX:MK, Reuters: LATX.KL). In addition, Semperit announces a voluntary conditional cash offer for all outstanding shares and warrants of Latexx Partners. Assuming a 100% takeover of Latexx Partners, the maximum transaction volume will amount to approximately MYR 603 million (EUR 152 million). The Offer is being made via Semperit Investments Asia Pte Ltd, a wholly-owned subsidiary of Semperit, and is subject to the conditions outlined below. Listed on the Main Market of Bursa Malaysia, Latexx Partners is one of the largest medical glove producers in Malaysia and number six in the world. In 2011, Latexx Partners generated revenue of MYR 441 million (EUR 104 million) and an EBIT of MYR 66 million (EUR 16 million). The company owns six manufacturing plants. Semperit significantly strengthens its position in the global glove market The planned acquisition represents a significant step for Semperit to achieve its strategic objective of reaching an annual sales volume of 23 billion gloves by 2015. Latexx Partners has an annual capacity of 9 billion gloves, thereof 6 billion with latest technology. Semperit expects to increase its annual glove production capacity from the current level of 12 billion gloves by approximately 70% to about 20 billion. As a consequence, Semperit will significantly strengthen its position among the top leading glove producers. "This acquisition demonstrates our commitment to our growth strategy. We will raise our global footprint by further diversifying our production in Asia and strengthen our OEM business significantly", says Thomas Fahnemann, Chief Executive Officer of Semperit. "We gain a strong foothold in the Malaysian glove industry, which is the most important production hub globally. In return, Latexx Partners in its capacity as a high-performance producer will benefit from our global top-notch distribution network and sales team. This will lead to further growth of Latexx Partners." The transaction will also enhance Semperit's product offering. Semperit will be able to serve new customer groups and gain access to new, innovative products. In this regard Latexx Partners will complement Semperit's existing business activities, particularly in Asia and the biggest glove market, the USA. Core shareholders sell their stake to Semperit Mr. Low Bok Tek, Chairman and CEO of Latexx Partners, has entered into a share sale agreement with Semperit. He will divest his entire shares and warrants holding comprising approximately 65.0 million ordinary shares (representing 29.3% of the ordinary shares outstanding) for a price of MYR 2.30 (EUR 0.58) per share and 35.0 million warrants (representing 67.3% of all outstanding warrants) for MYR 1.77 (EUR 0.45) per warrant. In addition, Semperit has secured access - at the same prices - to 20.2 million ordinary shares (representing 9.1% of the ordinary shares outstanding) and 9.6 million warrants (representing 18.4% of all outstanding warrants) in Latexx Partners via put/call agreements with other investors in Latexx Partners. Based on a diluted basis of 274.1 million shares (post potential exercise of all warrants) and the above listed number of shares and warrants from Mr. Low Bok Tek and other investors, Semperit secured a 47.3% stake in Latexx Partners for an amount of MYR275 million (EUR69 million). Mr. Low Bok Tek has agreed to remain in his present position as CEO of Latexx Partners. Attractive Offer Price for 100% of Latexx Partners In addition, Semperit is making a voluntary conditional offer for all outstanding shares and warrants of Latexx Partners. The offer price per share is MYR 2.30 (EUR 0.58) and the offer price per warrant is MYR 1.77 (EUR 0.45). Assuming a 100% takeover of Latexx Partners, the maximum transaction volume will amount to approximately MYR 603 million (EUR 152 million). The Share Offer Price of MYR 2.30 (EUR 0.58) per share represents a premium of 28.5% to the closing price on October 5, 2012, 36.9% to the 1 month volume weighted average price (VWAP), 37.7% to the 3 month VWAP and 43.8% to the 6 month VWAP of Latexx Partners' shares. Semperit currently does not intend to maintain the listing status of Latexx Partners, if Latexx Partners' free float falls below 25% required by the Bursa Malaysia Listing Rules at the close of the Offer. Conditions for Completion The completion of the acquisition of Mr. Low Bok Tek's shares and warrants is only subject to anti-trust clearance in Austria and Germany. The acquisition of the shares and warrants of the other investors under the put/call agreements are subject to completion of the acquisition of Mr. Low Bok Tek's shares and warrants. The voluntary conditional offer is subject to anti-trust clearance in Austria and Germany, as well as Semperit Investments Asia Pte Ltd having received valid acceptances, which when taken together with the shares already acquired, held, or entitled to be acquired or held by it, of more than 50% of the issued shares of Latexx Partners. Note: The voluntary conditional offer is subject to the approval of the Securities Commission Malaysia. Details of the Offer will be set out in the announcement made by Latexx Partners, available on the Bursa Malaysia Website at www.bursamalaysia.com. Foreign exchange ratios: EUR/MYR exchange rate of 3.9713 provided herein as per October 5, 2012 (as per closing of trading hours at Bursa Malaysia) as well as annual average exchange rate for 2011 of 4.2513 (applied for 2011 financials only). About Semperit The publicly listed company Semperit AG Holding is an internationally oriented corporate group, which develops, produces and markets highly specialised products made of rubber and plastics (examination and surgical gloves, hydraulic and industrial hoses, conveyor belts, escalator handrails, building construction profiles, cable car rings and railway superstructure products) in the Medical and Industrial Business Sectors. The headquarters of this traditional Austrian company whose roots date back to 1824 are located in Vienna, whereas the global R&D centre is in Wimpassing, Lower Austria. Semperit employs a workforce of about 8,100 people worldwide, of whom more than 5,600 work in Asia and more than 700 work in Austria. The Group encompasses 21 production facilities as well as numerous sales offices in Europe, Asia and the Americas. In the 2011 fiscal year the Group generated revenue of EUR 820 million and an EBIT of EUR 83 million. About Latexx Partners Latexx Partners is the world's sixth largest and one of the leading medical gloves producers in Malaysia. The company owns six manufacturing plants. Latexx Partners distributes its gloves to 80 countries, serving more than 300 customers. Latexx Partners employs more than 2,000 people. In the 2011 fiscal year the company generated revenue of MYR 441 million (EUR 104 million) and an EBIT of MYR 66 million (EUR 16 million). Further inquiry note: www.semperitgroup.com/en Martina Büchele Head of Group Communications Tel.: +43 676 8715 8621 email@example.com Stefan Marin Investor Relations Tel.: +43 676 8715 8210 firstname.lastname@example.org end of announcement euro adhoc -------------------------------------------------------------------------------- issuer: Semperit AG Holding Modecenterstrasse 22 A-1030 Wien phone: +43 1 79 777-230 FAX: +43 1 79 777-602 mail: email@example.com WWW: www.semperit.at sector: Synthetics & Plastics ISIN: AT0000785555 indexes: WBI, ViDX, Prime Market stockmarkets: free trade: Berlin, official market: Wien, stock market: Stuttgart, Frankfurt language: English