euro adhoc: TA Triumph-Adler AG
Mergers - Acquisitions - Takeovers
TA
Triumph-Adler AG tax loss carryforwards no longer deductible following Kyocera
Mita takeover
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
19.01.2009
Nuremberg, January 19, 2009 - Kyocera Mita Corporation, Osaka, Japan, has today announced that, as of the expiry of the acceptance period for its voluntary public takeover offer of December 13, 2008, it now holds 37.320.235 shares of TA Triumph-Adler AG (a direct share of approximately 67.39%), and that the takeover offer for a further 11,799,656 shares of TA Triumph-Adler AG, corresponding to a share of around 21.31%, was accepted.
The takeover offer is subject to anti-trust approval by the European Commission, as well as South African anti-trust authorities.
Subject to the granting of these two approvals, Kyocera Mita Corporation consequently holds a share of 88.69% of the voting rights in TA Triumph-Adler AG, and has thus acquired a share of over 50% of the total number of voting rights in TA Triumph-Adler AG as a result of its takeover offer. Subject to the granting of these two approvals, and pursuant to § 8 c, Paragraph 1,1 Clause 2 of the German Corporation Income Tax Act, this means in turn that all tax loss carryforwards of TA Triumph-Adler AG and of its German subsidiaries already in existence as of this date, are no longer tax-deductible.
The tax benefits arising from these loss carryforwards were capitalized as deferred tax assets to an amount of around EUR20 million pursuant to IFRS 12 in the interim financial statements of the TA Triumph-Adler Group as of September 30, 2008. In all likelihood, this item must now be written down in its entirety. Group earnings in the consolidated financial statements as of December 31, 2008 will consequently be correspondingly lower, and a charge will be applied to consolidated equity.
This accounting process has no impact on the balance sheet of the legally relevant parent company, TA Triumph-Adler AG, and has no effect on operating cash flow. Effects on components of Group financing cannot be excluded currently, however. This possibility was communicated to the affected parties ahead of the submission of the takeover offer. In this connection, the Management Board of TA Triumph-Adler AG refers to Section 7.2 of the offer document, in which Kyocera Mita declares that it will "enable the continuation of financing or corresponding replacement financing through appropriate measures".
Contact: TA Triumph-Adler AG Suedwestpark 23 D - 90449 Nuremberg Dr. Joachim Fleing Phone: +49 / 911 / 68 98 - 499 Fax: +49 / 911 / 68 98 - 200 ir@ta.ag www.triumph-adler.com
Bearer shares ISIN: DE0007495004, admitted to official trading (Prime Standard) on the Frankfurt stock exchange and on all German regional exchanges
Important notice: This press release contains forward-looking statements that are based on assumptions and estimates made by the management of TA Triumph-Adler AG. Even if the management of the company is of the view that these assumptions and estimates are appropriate, future actual developments and future actual events may diverge significantly from these assumptions and estimates due to various factors. These factors may include, by way of example, changes in the macroeconomic situation, exchange rates, interest rates, as well as changes both within the market and in the competitive environment as the result of technological change. TA Triumph-Adler AG provides no guarantee, and accepts no liability, if future developments, and results achieved in the future, do not accord with the assumptions and estimates expressed in this press release.
end of announcement euro adhoc
Further inquiry note:
Sonja Blättchen
Telefon: +49 (0)911 6898-104
E-Mail: sonja.blaettchen@triumph-adler.net
Branche: Semiconductors & active components
ISIN: DE0007495004
WKN: 749500
Index: CDAX, Classic All Share, Prime All Share
Börsen: Börse Frankfurt / regulated dealing/prime standard
Börse Berlin / free trade
Börse Stuttgart / free trade
Börse Düsseldorf / free trade
Börse München / free trade