Micronas announces capital increase (0327)
Embargoed / not for release in the United States, Canada, Japan or Australia
Micronas announces today an equity offering of up to 4.605 million registered shares, comprising of an open-priced 1:6 rights offering (issuance of 16.7% new shares) combined with a global offering. The net proceeds will be used to repay debt and give the Company the strategic flexibility to seize attractive investment opportunities if and when they present themselves.
The Management of Micronas sees attractive growth opportunities in the rapidly emerging digital TV, flat panel display and high definition TV markets. The offering will strengthen Micronas' balance sheet and provide the Company with the financial flexibility to further enhance its existing product and technology portfolio in the area of advanced video, image, data and audio processing for these new markets. The in-house development of new technologies and integrated solutions shall be complemented by acquisitions or a purchase of intellectual property which can be integrated with Micronas' existing strong product and technology base. Any such undertaking will have to contribute to the creation of long-term shareholder value, and special consideration will be given to a smooth integration path. Micronas will focus on partnership opportunities with companies which do not have manufacturing assets, in accordance with the Company's strategy to outsource the manufacturing of an increasing proportion of its products. The Company intends actively to participate in the ongoing industry consolidation and is continually evaluating opportunities, it is currently not in negotiations with any specific potential partner.
The offering will consist of up to 4.605 million registered shares (including an over-allotment-option of up to 455'000 registered shares). The offering will comprise of 105'000 treasury shares currently held by Micronas, together with 4.500 million newly issued shares out of the recently created authorised share capital. Existing shareholders will be granted subscription rights, allowing them in certain jurisdictions outside the United States in reliance on Regulation S to subscribe for one registered share for every six held ("Rights Offering") at a price to be determined following completion of a bookbuilding exercise. To the extent that shares are not taken up in the Rights Offering, up to 4.150 million registered shares will be offered in a global offering comprised of a public offering in Switzerland only and a non-public offering to institutional investors in certain other jurisdictions ("Global Offering"). An over-allotment option of up to 455'000 additional shares will be granted to Credit Suisse First Boston.
The subscription period for the Rights Offering will commence on Wednesday, December 3, 2003 and will end on Wednesday, December 10, 2003 at 12:00 CET. In connection with the Global Offering, orders will be solicited from investors pursuant to the bookbuilding exercise until Thursday, December 11, 2003. On December 11, 2003, the company expects to determine the offer price, at which shares will be offered to investors in the Rights Offering and the Global Offering.
The new shares will be fungible with the currently outstanding registered shares of Micronas and will be eligible for trading on the SWX Swiss Exchange as of Friday, December 12, 2003. Application has also been made for the new shares to be listed in the Prime Standard segment (TecDAX) in Frankfurt.
Credit Suisse First Boston is acting as sole lead manager and sole bookrunner of the Rights Offering and the Global Offering.
In the Preliminary Offering Circular, the Company will present interim consolidated financial statements for the first nine months of 2002 and 2003, which have been reviewed by its auditors and which contain three minor adjustments to the previously published figures. One adjustment relates to the nine months period ending
September 30, 2003 and results in a net profit of CHF 63.5 million, or 2% above the previously reported figure of CHF 62.0 million; shareholders' equity as at September 30, 2003, is adjusted to CHF 546.7 million, CHF 2.4 million (or 0.4%) lower than the previously reported figures. Two other adjustments were made to the line items in the financial statements for the nine months ending September 30, 2002; these adjustments do not have an impact on net income or shareholders' equity. The Preliminary Offering Circular will not be publicly available outside of Switzerland.
The Micronas Group is a leading independent supplier of innovative application-specific semiconductor solutions for consumer and automotive electronics. Its shares are listed on the SWX Swiss Exchange and on the Prime Standard segment (TecDax) in Frankfurt.
Zurich, December 1, 2003 Micronas Semiconductor Holding AG