Toyota Industries Corporation and Uster Technologies AG Sign a Transaction Agreement. Publication of Offer Prospectus Expected on 29 February 2012
On 8 November 2011, Toyota Industries Corporation (Kariya-shi, Japan) published a pre-announcement for the public tender offer for all publicly held registered shares of Uster Technologies AG. On 15 February 2012, the share purchase agreement between Toyota Industries and Groupe Alpha for the purchase of an additional stake of 21.88% in Uster was consummated, whereby Toyota Industries became the majority shareholder in Uster controlling a stake of 50.34% and Toyota Industries' public tender offer became a mandatory offer. With the signing of the transaction agreement between Toyota Industries and Uster on 20 February 2012, Toyota Industries agreed to increase the offer price to CHF 44 and to vote for a dividend of CHF 2.50 per Uster share at the upcoming shareholders' meeting and Uster consented, inter alia, to recommend to its shareholders to tender their Uster shares into Toyota Industries' public tender offer.
The offer prospectus for the public tender offer is expected to be published on 29 February 2012 and the settlement of the offer is envisaged for 30 April 2012.
Bär & Karrer acts as Swiss legal advisor to Toyota Industries. The Bär & Karrer team is led by Dieter Dubs and Thomas Reutter, and includes Claudio Bazzi and Kaspar Theiler as well as Raoul Stocker and Michael A. Barrot.