Aug 14 2007
Perlos Corporation, one of the world's leading suppliers of handset mechanics today announced that it has entered into a combination agreement with Lite-On Technology, a world leading supplier in optoelectronics components headquartered in Taiwan, under which Lite-On or its wholly owned direct or indirect subsidiary will make a voluntary public tender offer to acquire all of the issued and outstanding shares of Perlos Corporation.
The price offered for each share validly tendered in the Tender Offer shall be EUR 5.20 in cash (the Consideration). The Consideration represents a premium of 40,5 per cent compared to the closing price of EUR 3,70 of the Perlos shares on the OMX Nordic Exchange Helsinki on the 10th August 2007, the last trading day before the announcement of the Tender Offer. The Tender Offer also covers Perlos’ 2002 and 2005 option programmes.
Lite-On has received irrevocable commitments to tender shares held by Oy G.W. Sohlberg Ab (GWS), in total representing 29.14% of the votes and share capital of Perlos.
The Board of Directors of Perlos entered into the combination agreement with Lite-On as it regards the Tender Offer and the offered Consideration as highly attractive. The Board of Directors will issue a recommendation to the shareholders of Perlos regarding the Tender Offer after the tender offer document has been made available to the Board of Directors, in accordance with Finnish securities laws. The Board of Directors has instructed Summa Capital to evaluate the Consideration.
Pursuant to the combination agreement, the parties have agreed to use their best efforts to facilitate the execution of the Tender Offer in accordance with its terms. Perlos has also agreed to to carry on its business in the ordinary course, and has agreed not to solicit or further other offers subject always, however, to the fiduciary duties of the board. The combination agreement can be terminated in certain instances of breach of contract, and also if the Tender Offer has not been completed by November 30, 2007.