Roth & Rau welcomes voluntary public takeover offer from Meyer Burger

Roth & Rau takeover offer from Meyer Burger

Meyer Burger acquired a total of 11.3 % of the share capital of Roth & Rau AG

• Voluntary public takeover offer to all Roth & Rau shareholders at a price of € 22 per share
• Unification of all key technologies along the photovoltaics value chain in the fields of wafer, cell and module production
• Roth & Rau as core of new “Cells” technology and competence centre at the Meyer Burger Group

Hohenstein-Ernstthal, 11 April 2011 – Meyer Burger Technology AG [Ticker: MBTN] (and through subsidiaries, respectively) has announced a voluntary public takeover offer to acquire all bearer shares in Roth & Rau AG at a price of € 22 per share in cash. Meyer Burger acquired a total of 11.3 % of the share capital of Roth & Rau AG [Ticker: R8R] from the founders and key shareholders Dr. Dietmar Roth (CEO), Prof. Dr. Silvia Roth and Dr. Bernd Rau on 10 April 2011. The offer price corresponds to a premium of around 41 % compared with the volume-weighted average share price of the past three months. The Management and Supervisory Boards of Roth & Rau support the offer by Meyer Burger.

Furthermore, Roth & Rau AG today signed a business combination agreement with Meyer Burger Technology AG. With more than 1,200 employees and annual sales of CHF 826 million in 2010, the Meyer Burger Group is one of the world`s leading providers of innovative systems and production lines for photovoltaics in the solar industry, as well as for the semiconductor and optics industries (LED). The Group already covers the most important technology steps in the photovoltaics (solar industry) value chain with its high-quality solar systems focusing on solar wafering and solar modules.
The planned consolidation of both companies will give rise to an all-round system supplier covering all key technology steps within the photovoltaics value chain from solar silicon through to complete solar energy systems, mainly in the production processes of wafering, solar cells and solar modules. Roth & Rau will thus close the gap between wafering and solar modules and will in future form the core of the new “Cells” technology and competence centre at the Meyer Burger Group. As a “company within the Meyer Burger Group”, Roth & Rau will continue to be run as a proprietary technology competence centre and operating German company at its main location in Hohenstein-Ernstthal.

Dr. Dietmar Roth, CEO and founder of Roth & Rau AG, comments: “We are convinced that Meyer Burger is the ideal strategic partner for a continuous dynamic development of our Group. Shareholders, our employees, suppliers and customers as well as the entire solar industry will profit from the new combined group.”
Peter Pauli, Chief Executive Officer of Meyer Burger Technology AG: “With Roth & Rau
Group, we further enhance our industry solutions for photovoltaics. With joint activities in research and development, the combination of our distribution networks and through the larger offering of fully integrated system solutions we play a crucial role in further reducing the costs along the value chain in photovoltaics. This is just another step to sustainably reduce the costs of solar power and to help achieve the industry goal of grid parity as fast as possible.”

The offer is subject to the usual conditions for such transactions in particular approval by the relevant antitrust authorities. The offer document will be submitted to the German Federal Financial Supervisory Authority (BaFin) within the upcoming four weeks and will be published following receipt of permission from BaFin. The closing of the transaction is expected in the third quarter of 2011.

Advisors to Roth & Rau AG are Willkie Farr & Gallagher, Orth Kluth and Credit Suisse.