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Monday 15 December, 2014

Eltek ASA

Eltek ASA: The Board of Directors of Eltek unan...

Eltek ASA: The Board of Directors of Eltek unanimously recommends a voluntary cash offer from Delta to acquire all of the shares of Eltek

(Drammen, Norway, 15 December 2014) The Board of Directors of Eltek ASA ("Eltek"; OSE ticker code: "ELT") announces an agreement with Deltronics (Netherlands) B.V. (the "Offeror"), a wholly owned subsidiary of Delta Electronics, Inc., whereby the Offeror will offer to acquire all of the shares of Eltek through a voluntary cash offer of NOK 11.75 per share. The Board of Directors of Eltek recommends the shareholders of Eltek to accept the offer.

The Offeror and Eltek have entered into a transaction agreement regarding an acquisition of Eltek by the Offeror. Under the terms of the agreement, the Offeror will put forward a recommended voluntary cash offer (the "VoluntaryOffer") pursuant to the Norwegian Securities Trading Act for all of the shares of Eltek.

Deltronics (Netherlands) B.V. is a 100% owned subsidiary of Delta Electronics, Inc., which was founded in 1971 and is the global leader in power and thermal management solutions. Delta Group's mission is "To provide innovative, clean and energy-efficient solutions for a better tomorrow," which guides its core business in developing innovative energy-saving products and solutions in the categories of power electronics, energy management, and smart green life. Delta Group is looking forward to extending its business operations and sales offices worldwide through the merger with Eltek.

"This transaction is very positive for Eltek and its stakeholders. Through a combination with Delta, Eltek becomes an even stronger force in the power conversion industry. In addition, the Voluntary Offer represents highly attractive value creation for Eltek's shareholders", says Erik Thorsen, Chairman of the Board of Directors of Eltek.

The consideration offered will be NOK 11.75 per Eltek share (the "Offer Price"). The Offer Price represents a premium of approximately 20.3% to the closing share price of Eltek on Friday 12 December 2014. The Offer Price represents a premium of approximately 35.1% compared to the closing share price of Eltek on 30 October 2014, the last trading day prior to the announcement regarding Eltek's evaluation of strategic options for the future development of Eltek, and a premium of 34.7% compared to the one month volume weighted average share price of Eltek for the period ending on 30 October 2014. The Voluntary Offer values the total share capital of Eltek at approximately NOK 3.87 billion.

Shareholders representing 76.6% of the total share capital of Eltek, including Eltek's largest shareholders, Ketlav Invest AS, CC Industries Inc. and Eltek Holding AS, have irrevocably undertaken to accept the Voluntary Offer for their shares in the Company. The members of the Board of Directors and the CEO of Eltek have also irrevocably undertaken to accept the Voluntary Offer in respect of the shares they hold.

After having carefully reviewed and evaluated the terms and conditions of the Voluntary Offer, the Board of Directors of Eltek is of the view that an acceptance of the Voluntary Offer is in the best interest of Eltek's shareholders. The Board of Directors has been assisted by its financial advisers Citigroup Global Markets Limited and Arctic Securities AS in the evaluation of the Offer Price and the Board of Directors has taken into account, amongst other things, such advice to recommend the Voluntary Offer.

The Offer will not be subject to any financing or due diligence conditions. The complete details of the Voluntary Offer, including all terms and conditions, will be contained in an offer document (the "Voluntary Offer Document") to be sent to Eltek's shareholders following review and approval by the Oslo Stock Exchange pursuant to Chapter 6 of the Norwegian Securities Trading Act.

As will be further detailed and specified in the Voluntary Offer Document, the completion of the Voluntary Offer will inter alia be subject to the following conditions being satisfied or waived by Offeror: (i) all approvals required from regulatory authorities for completion of the Voluntary Offer shall have been obtained, (ii) the Board of Directors of Eltek shall not have adversely amended or withdrawn its recommendation of the Voluntary Offer, (iii) no intervention shall have taken place by any court or other governmental or regulatory authority which restrains or prohibits the completion of the Voluntary Offer, and (iv) Eltek shall have complied in all material respects with all its covenants, undertakings and obligations under the transaction agreement between the Offeror and Eltek.

The Offeror is in the process of preparing the Voluntary Offer Document. The Voluntary Offer Document will be sent to Eltek's shareholders as soon as it has been approved by the Oslo Stock Exchange. Such approval is expected on or about 12 January 2015. The offer period for the Voluntary Offer will be 20 US business days from the date of the Voluntary Offer Document being released, unless extended by the Offeror.

The Voluntary Offer will not be made in any jurisdiction in which the making of the Voluntary Offer would not be in compliance with the laws of such jurisdiction. This notification does not in itself constitute an offer. The Voluntary Offer will only be made on the basis of the Offer Document and can only be accepted pursuant to the terms of such document.

Pareto Securities AS is acting as financial advisor to the Offeror in connection with the Voluntary Offer. Advokatfirmaet Selmer DA is acting as legal advisor to the Offeror in connection with the Voluntary Offer.

Citigroup Global Markets Limited and Arctic Securities AS are acting as financial advisors to Eltek in connection with the Voluntary Offer. Advokatfirmaet Thommessen AS is acting as legal advisor to Eltek in connection with the Voluntary Offer.

For further information, please contact:

Eltek
Erik Thorsen, Chairman of the Board of Directors, Eltek ASA
Tel: +47 90 75 66 85

Delta
Spokesperson Jesse Chou, Assistant Vice President
Tel: +886-2-87972088 Ext: 5520
Mobile: +886-932-113-258
Fax: +886-2-87972338
E-Mail: [email protected]

About Delta

Deltronics (Netherlands) B.V. is a wholly owned subsidiary of Delta Electronics, Inc. ("Delta"). Delta, founded in 1971, is a global leader in power and thermal management solutions and is a provider with world-class stature in several product segments. Our mission statement, "To provide innovative, clean and energy-efficient solutions for a better tomorrow," focuses our role in addressing key environmental issues such as global climate change. As an energy-saving solutions provider with core competencies in power electronics and in innovative research and development, Delta's businesses encompass Power Electronics, Energy Management, and Smart Green Life. Delta has sales offices worldwide with manufacturing facilities and R&D centers in Taiwan, China, USA, Europe, Thailand, Japan, Singapore, India, Mexico and Brazil.

About Eltek

Eltek is a strategic technology partner for power solutions. The company reported revenue of NOK 3.7 billion in 2013, and has approximately 2,400 employees and operations in almost 40 countries. The company focuses on power electronics markets, where it is one of the leaders in telecom power and a growing force within industrial applications. Eltek is also pursuing growth opportunities within the datacenter market. Eltek is listed on Oslo Stock Exchange (ELT: Oslo) and headquartered in Drammen, Norway.

***

This information is subject to the disclosure requirements according to Section 5-12 of the Norwegian Securities Trading Act.

The Voluntary Offer and the distribution of this announcement and other information in connection with the Voluntary Offer may be restricted by law in certain jurisdictions. The Offeror assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This release contains certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer, future plans and objectives of Eltek or the Offeror are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.

Special Notice to Shareholders in the United States

The Offer referenced in this announcement will be made for shares of Eltek, a company incorporated under Norwegian law, and is subject to Norwegian disclosure and procedural requirements, which are different from those of the United States. The shares of Eltek have not been registered under the U.S. Securities Exchange Act of 1934, as amended (the "US Exchange Act") (and Eltek is not subject to the periodic reporting requirements of the US Exchange Act, as amended, and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder), and are not listed or traded on any stock exchange in the United States. Accordingly, the Offer will be made in the United States in compliance with Section 14(e) of, and Regulation 14E under, the US Exchange Act, subject to the exemptions provided by Rule 14d-1(d) under the US Exchange Act and otherwise in accordance with the requirements of Norwegian law. The Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws. Financial information included in this announcement, if any, has been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

To the extent permissible under applicable law or regulation, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date hereof, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase, shares of Eltek, that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Eltek of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of Eltek, which may include purchases or arrangements to purchase such securities.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA AN EMAIL SYSTEM.

 

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.



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The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Eltek ASA via Globenewswire

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