News 2006
BC Partners bids for Techem
Public tender offer to all shareholders of €52 per share
Minimum acceptance level of 50.1%
Takeover concept supports management’s growth strategy
Frankfurt, 22 November 2006 - Funds advised by BC Partners are to make a public tender offer through Heat Beteiligungs III GmbH in Eschborn, Germany, of €52 per ordinary no-par-value share in Techem AG. This price includes a premium of 40.5% on top of the volume-weighted average share price over the last three months before the announcement of the decision by Macquarie to make a takeover bid (23 October 2006), and is 3.8% above the Xetra closing price of 21 November 2006. It is also 18.2% higher than Macquarie’s offer of €44 per share. Techem’s market capitalisation amounts to €1.3 billion at this new price offered. The Offer is subject to the condition that a minimum acceptance level of 50.1% of all shares issued by Techem AG (including own shares) as of the end of the - possibly extended or further - acceptance period will be achieved. Following the approval of the tender documentation by the German financial services supervisory authority (BaFin), Heat Beteiligungs III GmbH will probably publish its tender documentation by the beginning of December at the latest. The bidder has concluded a framework agreement with Techem AG including commitments to the company’s current strategy and the continued operation of its sites with its current workforce. There is also an agreement on a medium-term stock-ownership plan for the company’s management.
Funds advised by BC Partners held a majority interest in Techem from 1996 until 2001. During that period, more than €200 million was invested in growing the company’s business and the workforce expanded by 50%. In its phase as a listed company, Techem took further measures directed at future growth. In the view of BC Partners, a new phase is beginning in which Techem can develop further with a strong owner and partner in the background, without being under pressure to deliver short-term dividends. BC Partners sees good medium and long-term potential for development in all divisions, in terms of organic growth as well as national and international acquisitions. This development will be assisted by the capital of a large investment fund, as well as the associated decisiveness and proven expertise.
“BC Partners is the perfect partner for Techem. BC Partners knows the company and can assess its growth potential. We see excellent prospects for Techem and are prepared to support its management’s offensive growth path,” stated Jens Reidel, Managing Partner of BC Partners in Hamburg.
After being approved by BaFin, the documentation of the public tender offer will be made public, for example on the Internet at www.heat-beteiligung.de.
About BC Partners
BC Partners (www.bcpartners.com)
is a leading pan-European private equity firm with offices in Geneva,
Hamburg, London, Milan and Paris. Since the firm was founded in 1986,
the funds advised by BC Partners have invested in 63 acquisitions
with a total transaction volume of €48 billion. The latest fund,
BC European Capital VIII, closed in 2005 with nearly €5.9 billion
commitments and is one of the largest European buyout funds to date.
Its most prominent investments in Germany include Techem, Grohe and
Sanitec. At present, BC Partners holds the biggest stake of 38% in
Unity Media (Cologne), which acquired exclusive pay-TV broadcasting
rights for Bundesliga football in December 2005 through its subsidiary
Arena; it also holds a majority interest in Brenntag.
About Techem
In its core division of Energy Services, Techem provides customers
in 23 European countries and China with services for recording the
exact consumption of energy and water. Techem’s Energy Contracting
division supplies heating, cooling and electricity-based energies
for residential and commercial properties. Techem is now the clear
market leader for the future-oriented application of radio-controlled
measuring devices. It has been using this technology since 1996 and
is responsible for more than 80% of all such devices in Germany.
In the 2004/05 financial year, Techem posted sales revenues of €466.8
million and EBIT of €84.4 million with a workforce of 2,400
people.
Press contact
Merlin Koene
CNC AG
Tel. +49-89-59 94 58 122
Merlin.Koene@cnc-communications.com
Important information
This announcement
constitutes neither an offer to buy nor an invitation to make an
offer to sell shares in Techem AG. The offer to acquire the Techem
shares held by the shareholders of Techem AG will not be made until
the publication of the tender documentation and will be made solely
in accordance with the provisions therein. Investors and shareholders
in Techem AG are strongly recommended to read the tender documentation
after it is published, as it will contain some important information.
Following publication of the tender documentation, it will be made
available free of charge at a certain place and upon request will
be sent to the investors and shareholders of Techem AG free of charge.
The information given here may include forward-looking statements. Such forward-looking statements do not constitute facts and are characterised by the words “will”, “expect”, believe”, “estimate”, “intend”, “aim”, “assume” and similar expressions. These statements express the intentions, opinions or current expectations and assumptions of the bidder and the persons acting in conjunction with the bidder. The forward-looking statements are based on current plans, estimates and forecasts, which the bidder and the persons acting in conjunction with the bidder have made to the best of their knowledge, but which do not make any claim of correctness for the future. It is necessary to be aware that the actual events or consequences may be materially different from those contained in or expressed by such forward-looking statements.