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AMS AG (“AMS”) STATEMENT REGARDING DIALOG SEMICONDUCTOR PLC ("DIALOG SEMICONDUCTOR") ams AG („AMS“) - MITTEILUNG HINSICHTLICH DIALOG SEMICONDUCTOR PLC („DIALOG“)
2014/07/22
German versionUnterpremstaetten, Austria, 22 July 2014 – On 26 June 2014, AMS (SIX: AMS) and Dialog Semiconductor announced they were in preliminary discussions regarding a potential merger of equals of AMS and Dialog Semiconductor. AMS has subsequently terminated these discussions with Dialog Semiconductor and confirms that it does not intend to make an offer for Dialog Semiconductor.
As a consequence of this announcement, AMS will, except with the consent of the Takeover Panel, be bound by the restrictions on making an offer for Dialog Semiconductor contained in Rule 2.8 of the UK Takeover Code for six months from the date of this announcement. However, AMS reserves the right to make an offer in the circumstances set out in Note 2 on Rule 2.8 of the UK Takeover Code.
Note 2 of the UK Takeover Code
Note 2 of the UK Takeover Code reads as follows:
"2. When a statement may be set aside
Except with the consent of the Panel, a statement to which Rule 2.8 applies may be set aside only if:
(a) the board of the offeree company agrees to the statement being set aside. Where the statement was made at any time following the announcement by a third party of a firm intention to make an offer, the statement may not normally be set aside with the agreement of the board of the offeree company unless that offer has been withdrawn or has lapsed;
(b) a third party announces a firm intention to make an offer for the offeree company;
(c) the offeree company announces a ‘‘whitewash’’ proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover;
(d) the Panel determines that there has been a material change of circumstances; or
(e) the statement was made outside an offer period and an event has occurred which was specified in the statement as being an event which would enable the statement to be set aside (see Note 1).
The Panel will normally regard a switch by a third party offer or from a scheme of arrangement to a contractual offer in accordance with Section 8 of Appendix 7, or an announcement of its firm intention to do so, as a material change of circumstances under paragraph (d). However, a switch from a contractual offer to a scheme of arrangement will not normally be regarded as a material change of circumstances."
See UK Takeover Code at www.thetakeoverpanel.org.uk/the-code/
Unterpremstätten, Österreich (22. Juli 2014) – Am 26. Juni 2014 gaben ams (SIX: AMS) und Dialog Semiconductor bekannt, dass beide Gesellschaften vorläufige Gespräche über einen möglichen Zusammenschluss (Merger of Equals) führen.
ams hat die Gespräche mit Dialog Semiconductor in der Zwischenzeit beendet und bestätigt, dass ams nicht beabsichtigt, ein Angebot für Dialog Semiconductor zu unterbreiten.
Als Folge dieser Mitteilung ist ams, außer mit der Zustimmung des Takeover Panel, für sechs Monate nach Veröffentlichung dieser Mitteilung an die Vorgaben der Rule 2.8 des UK Takeover Code gebunden. ams behält sich allerdings das Recht vor, unter den in Note 2 zu Rule 2.8 des UK Takeover Code genannten Umständen ein Angebot zu unterbreiten.
Note 2 of the UK Takeover Code
Note 2 of the UK Takeover Code reads as follows:
"2. When a statement may be set aside
Except with the consent of the Panel, a statement to which Rule 2.8 applies may be set aside only if:
(a) the board of the offeree company agrees to the statement being set aside. Where the statement was made at any time following the announcement by a third party of a firm intention to make an offer, the statement may not normally be set aside with the agreement of the board of the offeree company unless that offer has been withdrawn or has lapsed;
(b) a third party announces a firm intention to make an offer for the offeree company;
(c) the offeree company announces a ‘‘whitewash’’ proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover;
(d) the Panel determines that there has been a material change of circumstances; or
(e) the statement was made outside an offer period and an event has occurred which was specified in the statement as being an event which would enable the statement to be set aside (see Note 1).
The Panel will normally regard a switch by a third party offer or from a scheme of arrangement to a contractual offer in accordance with Section 8 of Appendix 7, or an announcement of its firm intention to do so, as a material change of circumstances under paragraph (d). However, a switch from a contractual offer to a scheme of arrangement will not normally be regarded as a material change of circumstances."
See UK Takeover Code at www.thetakeoverpanel.org.uk/the-code/