not for release or distribution, directly or indirectly ... · portfolio of nsig. • nsig, as well...
TRANSCRIPT
Public Tender Offer for Okmetic shares and
option rights Press conference on 1 April 2016
NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER OR SUCH RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW OR REQUIRE OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW.
Present today
• Jan Lång Chairman of the Board, Okmetic Oyj
• Kai Seikku President, Okmetic Oyj
• Leo Ren Managing Director, National Silicon Industry Group (NSIG)
OKMETIC HAS RECEIVED A TENDER OFFER Jan Lång, Okmetic
The public tender offer in brief • NSIG has announced a voluntary
recommended public tender offer for all Okmetic shares and option rights that are not owned by Okmetic.
• The total value of the public tender offer amounts to EUR 170 million.
• The public tender offer will be financed through existing cash funds of NSIG.
• The acceptance period is expected to commence on or about 22 April 2016 and to run for approximately 5 to 6 weeks.
• The completion is subject to the valid tender of at least 90% of the shares.
Cash offer price of 9.20 euro together with the dividend of 0.65 euro ends
up to 9.85 euro per share.
About the premium EUR 9.20 offer price per share + EUR 0.65 dividend proposed
Premium compared to the closing price of Okmetic shares on 31 March 2016 29.6%
Premium compared to the volume-weighted average trading price during the 3-month period preceding the announcement date
39.4%
Premium compared to the volume-weighted average trading price during the 12-month period preceding the announcement date
38.9%
Okmetic Board recommends accepting the tender offer
• Okmetic Board sees that accepting the tender offer is in the interest of shareholders.
• Okmetic Board expects NSIG to offer significant support for Okmetic’s future development.
• The Board of Directors will issue its complete statement on the Tender Offer before the publication of the tender offer documents.
• Fairness opinion has been issued by Okmetic’s financial advisor UBS.
The Board of Okmetic unanimously
recommends that the holders of Okmetic shares and option
rights accept the tender offer.
Shareholders representing 29.9% ownership have committed to accept the
tender offer The largest shareholders of Okmetic
– Accendo Capital SICAV SIF – Ilmarinen Mutual Pension Insurance Company – Oy Ingman Finance Ab – Mandatum Life Insurance Company Limited – Kaleva Mutual Insurance Company as well as – members of the Board of Directors and Executive Management Group
representing jointly approximately 29.9 percent of the shares in Okmetic as well as 92.9 percent of the outstanding option rights, have, subject to certain customary conditions, irrevocably undertaken to accept the Tender Offer.
About tender offer procedure
Time
Acceptance period Public tender
offer announcement
Possible compulsory redemption proceedings
Delisting of the Oryx shares
The accenptance period under the Tender Offer is expected to commence by 22 April 2016 and to run for 5-6 weeks.
1 April
NSIG’S RATIONALE FOR THE PROPOSED TRANSACTION Leo Ren, NSIG
NSIG in brief
• National Silicon Industry Group (NSIG) is a China-based holding group that is engaged in the investment and development of semiconductor materials and equipment industry with a registered capital of RMB 2 bn (around EUR 272 million).
NSIG’s mission is to establish a major
industrial player in the global semiconductor
sector, especially silicon and its ecosystems, through both PRC
domestic investments and outbound mergers and
acquisitions.
NSIG’s shareholders National Integrated
Circuit Industry Investment Fund
Co. Ltd.
Shanghai Guosheng (Group) Limited
SummitView Integrated Circuit (Group) Co. Ltd.
Shanghai SIMIC Co. Ltd.
Shanghai Jiading Industrial
Development Zone (Group) Co. Ltd.
• A leading investment fund with Chinese state-level support, focused on integrated circuits
• Established in 2014 with RMB 130 billion under management
• A wholly state-owned investment company with a registered capital of RMB 10 billion
• Established in 2007
• An investment company focusing on integrated circuits, mobile internet and environmental technologies
• Established in 2007 with RMB 10 billion under management
• A research institute with major scientific breakthroughs in e.g. broadband wireless mobile communicati-ons, wireless sensor networks, and SOI material
• A wholly state-owned investment company
NSIG supports Okmetic’s future development
• Okmetic, being one of the leading specialty silicon wafers producers and suppliers globally, suits perfectly the corporate portfolio of NSIG.
• NSIG, as well as Okmetic, wants to be able to meet its customers' current and future technology needs with tailored, high value-added silicon wafers.
• Okmetic’s strategic objective of profitable growth and high-quality product portfolio also contributed to NSIG’s interest.
Strengthening market position
• NSIG believes that the acquisition will further strengthen Okmetic’s worldwide distribution platform, especially in the rapidly growing Chinese semiconductor market.
• It is NSIG’s intention to strongly support Okmetic’s growth and the future of the Vantaa plant.
• NSIG also aims to retain the existing management team and employees.
NSIG will contribute to Okmetic’s growth especially through • Market knowledge
and expertise especially in China and Asia
• Access to funding
OKMETIC WELL POSITIONED FOR FUTURE OPPORTUNITIES AND CHALLENGES IN THE SILICON INDUSTRY Kai Seikku, Okmetic
Tender offer reflects ongoing trends and developments in the semiconductor value chain
Semiconductor M&A reached an all-time-high at 125 BUSD in 2015 (9x five-year average), spurred by slower smartphone sales and future IoT platform building
Silicon industry squeezed between bigger and stronger raw material suppliers and customers, and in need of consolidation, with ASPs in long-term decline
Chinese ambition to build a strong presence in technology through own investment, attracting FDI, and selected foreign acquisitions well known
Okmetic uniquely positioned as leading supplier of high-performance silicon materials
• Upstream material supplier to electronics industry, with end
customers in automotive, consumer, industrial, and medical applications
• Very strong position in IoT-relevant sensor and discrete & analog industries (supplying i.e. 26/30 of top sensor manufacturers worldwide)
• Long-term focus on close partnership through shared R&D with leading customers
• Worldwide supply chain, sales network and technical support
• Okmetic products can be found in, for instance, practically every make of smartphone and car
Most successful silicon company in the world during the decade
• Okmetic has managed to develop a 100+% price premium (per sq.inch of polished silicon) over silicon industry average, up from 25% in 2010
• Premium is a result of a long-term strategic focus on high value-added silicon wafers and materials (SOI, DSP, high and low resistivity crystals and substrates)
• 2015 net sales were 84.5 M€, and EBIT 13.0% of net sales
• The only consistently profitable silicon company throughout the 2010's, amidst falling ASP and negative growth in the industry
• Top performer also in OMXH, with a 24.9% annual TSR since 2010
The other announcement of the day: sale of epi business
• Okmetic announced in December 2015 a gradual ramping down of epitaxial deposition plant in Allen, Texas, by the end of 2016
• The Allen facility and operation have been sold to US-based Epitek Silicon, providing continuity for Okmetic's epi customers
• Epitek Silicon is an American company
Transaction price is 9.5 MUSD, yielding a non-recurring profit of approximately 6 M€
Restating financial guidance for 2016 because of the sale of epi business
Net sales and operating profit without non-recurring items estimated to exceed the level of year 2015
Net sales are estimated to decline from the level of 2015 and operating profit without non-recurring items to exceed the level of 2015
Old guidance: New guidance:
