EANS-Adhoc: ams AG AMS AG ("AMS") - STATEMENT REGARDING DIALOG SEMICONDUCTOR
PLC ("DIALOG SEMICONDUCTOR")
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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
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announcement.
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Mergers - Acquisitions - Takeovers
22.07.2014
Unterpremstaetten, 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.
Enquiries:
AMS
Michael Wachsler-Markowitsch, CFO +43 (0) 3136 500 31111
Moritz Gmeiner, Investor Relations +43 (0) 3136 500 31211
About AMS
ams develops and manufactures high performance analog semiconductors that solve
its customers' most challenging problems with innovative solutions. ams'
products are aimed at applications which require extreme precision, accuracy,
dynamic range, sensitivity, and ultra-low power consumption. ams' product range
includes sensors, sensor interfaces, power management ICs and wireless ICs for
customers in the consumer, industrial, medical, mobile communications and
automotive markets.
With headquarters in Austria, ams employs over 1,400 people globally and serves
more than 7,800 customers worldwide. ams is listed on the SIX Swiss stock
exchange (ticker symbol: AMS). More information about ams can be found at
www.ams.com
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 offeror 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/
Further inquiry note:
Moritz M. Gmeiner
Director Investor Relations
Tel: +43 3136 500-31211
Fax: +43 3136 500-931211
Email: investor@ams.com
end of announcement euro adhoc
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issuer: ams AG
Tobelbader Strasse 30
A-8141 Unterpremstaetten
phone: +43 3136 500-0
FAX: +43 3136 500-931211
mail: investor@ams.com
WWW: www.ams.com
sector: Technology
ISIN: AT0000920863
indexes:
stockmarkets: official dealing: SIX Swiss Exchange
language: English