Corporate news

TE Connectivity announced decision to make a voluntary public takeover offer for all outstanding First Sensor shares; conclusion of a Business Combination Agreement

- First Sensor and TE Connectivity today signed a business combination agreement which outlines key points to significantly strengthen their combined position in the market of sensor technology

- Following the signing, TE Connectivity announced its decision to make a voluntary public tender offer with a cash consideration of EUR28.25 per share, representing a premium of 14.6% to the closing price as of 24 May 2019, the last trading day before the Company confirmed the existence of negotiations with TE Connectivity

- The tender offer will not have a minimum acceptance threshold but is subject to necessary antitrust and other regulatory clearances and other customary closing conditions

- Shareholders holding approx. 67% of all outstanding First Sensor shares have already irrevocably agreed to accept the offer

- First Sensor's Executive and Supervisory Boards welcome and, subject to a review of the offer document, support the tender offer and the potential transaction

Berlin, 3 June 2019: Today the members of the Executive Board of First Sensor AG ("First Sensor" or the "Company") signed a Business Combination Agreement ("BCA") together with the Management Board of TE Connectivity Sensors Germany Holding AG, an affiliated company of TE Connectivity Ltd. and the Management Board of TE Connectivity Ltd (together "TE"). Following the signing of the BCA, TE Connectivity Sensors Germany Holding AG published its decision to launch a voluntary public tender offer for all outstanding shares of First Sensor. Shareholders are to be offered EUR28.25 in cash per share. The transaction, including the assumption of First Sensor's outstanding net debt and minority interest, is valued at approximately EUR307 million. The publication of the offer document, which will initiate the commencement of the acceptance period, is expected to take place in early July.

The transaction with TE allows First Sensor with its market-leading product portfolio to become part of a global technology and manufacturing leader for connectivity and sensor solutions and provides the scale, customer base and existing sensor expertise to create a more comprehensive offering to a deeper and broader customer base. First Sensor will extend TE's already extensive sensors product range and will add application solutions in key growth markets, particularly in Industrial, Medical and Mobility.

The offer price of EUR28.25 per First Sensor share represents a premium of 14.6% with respect to the XETRA closing price on 24 May 2019, the last trading day before the Company confirmed the existence of negotiations with TE, and a premium of 31.7% with respect to the 3-month volume weighted average share price as of the same date.

A subsidiary of Deutsche Private Equity (holding c.40% of First Sensor shares), funds managed by Teslin Capital Management (holding c.13%) and other shareholders together holding c.14% of First Sensor shares have irrevocably agreed to tender their shares into the offer. That is in total c.67% of all First Sensor shares outstanding.

The tender offer will have no minimum acceptance threshold but will be subject to receipt of necessary antitrust and other regulatory clearances, as well as other customary closing conditions.

The Executive Board of First Sensor, CEO Dr. Dirk Rothweiler and CFO Dr. Mathias Gollwitzer, and the Members of First Sensor's Supervisory Board, welcome and, subject to a review of the offer document, support the tender offer and the potential transaction as the signed BCA provides important commitments by TE for the benefit of First Sensor, its employees and its customers. "With regard to our business model and product portfolio, a combination of First Sensor's and TE's businesses offers a strategic advantage and significantly furthers the business opportunities for both companies. The value and the growth prospects of our attractive technology portfolio and application solutions in the Industrial, Medical and Mobility target markets, are reflected in the current offer," explains Dr. Dirk Rothweiler, CEO of First Sensor AG. "At the same time the transaction is a clear opportunity for growth for First Sensor's workforce."

After publication of TE's offer document the Executive Board and Supervisory Board of First Sensor will carefully examine the offer document and publish a reasoned statement.

"Adding the First Sensor portfolio and customer set to TE's already extensive sensors offering will provide additional application solutions in key growth industries," said Terrence Curtin, chief executive officer of TE Connectivity. "As a global industrial technology leader, our current and prospective customers seek an increasingly broad range of integrated sensor solutions to meet their growing connectivity demands. The combination of both companies' complementary technologies and engineering expertise will allow us to further address strategic applications closely aligned with several long-term global growth trends in industrial, medical and transportation markets."

The transaction is expected to close by mid 2020 at the latest.

The CEO of First Sensor, Dr. Dirk Rothweiler, intends to continue his position in the Company after completion of the takeover offer.

The CFO of First Sensor, Dr. Mathias Gollwitzer, has declared that after 4 years in the Company, he will resign from his position after completion of the takeover offer, but will be available as an advisor to the Company. The four shareholder representatives on the Supervisory Board of First Sensor AG have also stated to resign from their offices after completion of the takeover offer.

Goldman Sachs is acting as sole financial advisor to First Sensor.

About First Sensor AG
Founded as a technology start-up in the early 1990s, today, First Sensor is a global player in sensor technology. Based on our know-how in chip design and production as well as microelectronic packaging, standard sensors and customer-specific sensor solutions are developed in the fields of photonics, pressure and advanced electronics for the ever-growing demand in key applications for the target markets of Industrial, Medical and Mobility. The strategy is aimed at profitable growth and focuses on key customers and products, forward integration and strengthening our international presence. First Sensor has been listed on the Frankfurt Stock Exchange since 1999 [Prime Standard Ι WKN: 720190 Ι ISIN DE0007201907 Ι SIS]. Further information: www.first-sensor.com.

About TE Connectivity
TE Connectivity Ltd. (TEL) is a $14 billion global technology and manufacturing leader creating a safer, sustainable, productive, and connected future. For more than 75 years, our connectivity and sensor solutions, proven in the harshest environments, have enabled advancements in transportation, industrial applications, medical technology, energy, data communications, and the home. With 80,000 employees, including more than 8,000 engineers, working alongside customers in approximately 140 countries, TE ensures that EVERY CONNECTION COUNTS. Learn more at www.te.com and on LinkedIn, Facebook, WeChat and Twitter.

Disclaimer
This announcement does not represent any solicitation to purchase shares of First Sensor AG. Rather it is intended exclusively for information purposes with regard to possible future developments at the company.

All of the information herein has been prepared by First Sensor AG solely for use in this announcement. The information contained in this announcement has not been independently verified. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The information contained in this announcement should be considered in the context of the circumstances prevailing at that time and has not been, and will not be, updated to reflect material developments which may occur after the date of the announcement. First Sensor AG may alter, modify or otherwise change in any manner the content of this announcement, without obligation to notify any person of such revision or changes.

This announcement may contain certain forward-looking statements and forecasts which relate to events and depend on circumstances that will occur in the future and which, by their nature, will have an impact on the First Sensor AG's business, financial condition and results of operations. The terms "anticipates", "assumes", "believes", "can", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "should", "projects", "will", "would" or, in each case, their negative, or other variations or comparable terminology are used to identify forward-looking statements. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied in a forward-looking statement or affect the extent to which a particular projection is realised. Factors that could cause these differences include, but are not limited to, implementation of the First Sensor AG's strategy and its ability to further grow, risks associated with the development and/or approval of the First Sensor AG's products, technology changes and new products in the First Sensor AG's potential market and industry, the ability to develop new products and enhance existing products, the impact of competition, changes in general economy and industry conditions and legislative, regulatory and political factors. While we always intend to express our best judgment when we make statements about what we believe will occur in the future, and although we base these statements on assumptions that we believe to be reasonable when made, these forward-looking statements are not a guarantee of our performance, and you should not place undue reliance on such statements. Forward-looking statements are subject to many risks, uncertainties and other variable circumstances. Such risks and uncertainties may cause the statements to be inaccurate and readers are cautioned not to place undue reliance on such statements. Many of these risks are outside of our control and could cause our actual results to differ materially from those we thought would occur. The forward-looking statements included in this announcement are made only as of the date hereof. We do not undertake, and specifically decline, any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.