PTA-News: SLM Solutions Group AG: SLM and Nikon enter into Investment Agreement – Nikon to launch public takeover offer for SLM

9/2, 8:21 AM (Source: pressetext)
Lübeck, Germany (pta006/02.09.2022/08:21) - * SLM enters into Investment Agreement with Nikon to further enhance SLM's leadership position in Additive Manufacturing * Nikon to launch all cash public takeover offer for SLM at EUR 20 per share, representing a premium of 75% to the undisturbed closing price as of September 1st 2022 * Key shareholders Elliott, ENA and Hans J. Ihde support the takeover offer * Limited customary closing conditions with no acceptance threshold * SLM resolved 10% capital increase fully subscribed by Nikon at the takeover offer price * SLM management and supervisory boards welcome and support the proposed transaction

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Lübeck, Germany (pta006/02.09.2022/08:21) -
* SLM enters into Investment Agreement with Nikon to further enhance SLM's leadership position in Additive Manufacturing
* Nikon to launch all cash public takeover offer for SLM at EUR 20 per share, representing a premium of 75% to the undisturbed closing price as of September 1st 2022
* Key shareholders Elliott, ENA and Hans J. Ihde support the takeover offer
* Limited customary closing conditions with no acceptance threshold
* SLM resolved 10% capital increase fully subscribed by Nikon at the takeover offer price
* SLM management and supervisory boards welcome and support the proposed transaction

Lübeck, Germany September 2, 2022. Today, SLM Solutions Group AG ("SLM Solutions", "SLM" or the "Company") and Nikon Corporation ("Nikon") have entered into an Investment Agreement in relation to a voluntary public takeover offer that Nikon intends to launch for all outstanding shares of SLM at a cash consideration of EUR 20 per share.

The EUR 20 offer price represents a 75% premium to the XETRA closing price of SLM's shares on September 1st, 2022, and an 84% premium over the last 3 month volume-weighted average price of SLM's share of EUR 10.89.

Nikon has obtained binding commitments from SLM's key shareholders Elliott Advisors UK Limited (Cornwall), ENA Investment Capital and SLM's founder Hans J. Ihde to support the transaction by way of irrevocable tender commitments comprising shares and all SLM convertibles bond securities to held.

The tender takeover offer has a limited set of closing conditions. Completion is contingent on foreign investment control clearance and certain further customary conditions. The transaction will not be subject to a minimum acceptance threshold and will not require anti-trust approvals.

The SLM management and supervisory boards welcome and, subject to a review of the offer document, fully support the transaction and the takeover offer. Also, the members of the SLM management and supervisory boards have committed to tender their shares into the takeover offer. SLM expects the takeover offer to commence at the end of September or early October 2022.

Concurrently to signing of the Investment Agreement but independent of the closing of the takeover offer, SLM today also resolved a 10% capital increase without subscription rights which Nikon fully subscribes to at the takeover offer price. The gross proceeds to SLM will be approximately EUR 45.4 million and will be used for the partial repayment of convertible bonds 2017/2024 as well as for funding ongoing business operations.

With SLM becoming part of Nikon's digital manufacturing strategy, SLM management is convinced this transaction will further enhance SLM's ability to stay at the forefront of metal Additive Manufacturing and enhance its leadership position in delivering superior products and solutions to its customers.

SLM's CEO Sam O'Leary commented: "Nikon has more than a century of history in developing cutting-edge opto-electronic technology and precision equipment. I am excited for SLM to partner with Nikon to further extend our technology leadership position. We believe this transaction and partnership is very beneficial for all our stakeholders – shareholders, employees and customers alike."

Toshikazu Umatate, CEO of Nikon said: "By acquiring SLM Solutions, Nikon is taking an important step towards our Vision 2030. We are focused on digital manufacturing as a growth driver and will create value through the promising market of metal additive manufacturing for our stakeholders. 3D Printing will revolutionize mass-production by enabling our clients to manufacture highly complex parts, reduce cycle time, carbon emissions, energy costs and waste. Nikon and SLM Solutions share the vision that our technology-driven innovation will transform the future of manufacturing. This acquisition will be key to growing our digital manufacturing business."

Nabeel Bhanji, senior portfolio manager on behalf of Elliott Advisors (UK) Limited, an affiliate of Elliott Investment Management L.P. said: "Elliott is pleased to have played a key role in SLM's journey over the past six years, helping the Company stay at the forefront of Additive Manufacturing innovation and product development. We are confident that Nikon, with its excellence in manufacturing and deep experience in technology, will further the innovation and distribution of SLM's market-leading products."

While SLM will play an integral role in Nikon's digital manufacturing strategy, Nikon committed not to initiate the conclusion of a domination agreement for at least three years. The Company will continue to be led by its current senior management team.

Citigroup Global Markets Europe AG is acting as exclusive financial advisor to SLM Solutions, Gleiss Lutz is acting as legal counsel to the Company and Sullivan & Cromwell is acting as legal advisor to SLM's supervisory board.

Analyst Call on 2 September 2022
In relation to the proposed transaction SLM Solutions Group AG will hold an investor and analyst call today, 2 September 2022, at 2 p.m. CET. The presentation can be followed online via livestream: https://www.webcast-eqs.com/slm20220902

About Nikon
Nikon has been a pioneer in optical technology markets worldwide since its inception in 1917. Today, utilizing advanced technologies, we offer a wide range of products and solutions from digital cameras and binoculars to industrial precision equipment such as FPD and semiconductor lithography systems, microscopes and measuring instruments as well as for the healthcare field. In the future, we will take advantage of Nikon's core technologies to generate new core pillars of profit including the material processing business; Nikon strives to be a leading company in precision and optics fields that realizes sustainable growth of enterprise value in medium- to long-term.

Nikon is a publicly traded company, headquartered in Japan, with offices around the world.

Further information is available at http://www.nikon.com

About SLM Solutions
SLM Solutions is a global provider of integrated metal additive manufacturing solutions. Leading the industry since its inception, it continues to drive the future of metal AM in every major industry with its customers' long-term success at its core. SLM Solutions is home to the world's fastest metal additive manufacturing machines boasting up to 12 lasers and enabling build rates of up to 1000ccm/h. With a portfolio of systems to suit every customer's needs, along with its team of experts closely collaborating at every stage of the process, SLM Solutions leads the way on return on investment with maximum efficiency, productivity, and profitability. SLM Solutions believes that additive manufacturing is the future of manufacturing and has the desire and capability to take its customers there – right now.

SLM Solutions is a publicly-traded Company headquartered in Germany, with offices in Canada, China, France, India, Italy, Japan, Singapore, South Korea, and the United States.

Further information is available on www.slm-solutions.com

Disclaimer
This release contains statements on the future development of SLM Solutions. These forward-looking statements are based on the current expectations, presumptions, and forecasts of the Management Board as well as the information available to it to date and have been prepared to the best of its knowledge and belief. No guarantee or liability for the occurrence of the future developments and results specified can be assumed in respect of such forward-looking statements. Rather, future developments and results are dependent on a number of factors. They entail risks and uncertainties beyond the Company's control and are based on assumptions that could prove to be incorrect. Notwithstanding any legal requirements to adjust forecasts, SLM Solutions does not assume any obligation to update the forward-looking statements contained in this release.

Citigroup Global Markets Europe AG ("Citi"), which is authorised and regulated by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – "BaFin") and Bundesbank, is acting as financial adviser for the Company and no one else in connection with the proposed transaction and will not be responsible to anyone other than the Company for providing the protections afforded to its clients for providing advice in relation to the proposed transaction or in relation to the contents of this announcement or any other matters referred to herein.

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emitter: SLM Solutions Group AG
address: Estlandring 4, 23560 Lübeck
country: Germany
contact person: Jacob Sreekumaran
phone: +49 451 4060 3122
e-mail: ir@slm-solutions.com
website: www.slm-solutions.com

ISIN(s): DE000A111338 (share)
stock exchanges: regulated market in Frankfurt; free market in Stuttgart, free market in Munich, free market in Hamburg, free market in Dusseldorf, free market in Hannover; open market in Berlin, Tradegate

[ source: https://www.pressetext.com/news/20220902006 ]