Press release from: 31 March 2012
Ad-hoc Press Release - SMARTRAC Resolves on Capital Increase and Announces Closing of UPM RFID Transaction
SMARTRAC N.V. announces that the Management Board of SMARTRAC N.V. (SMARTRAC) resolved today to utilize SMARTRAC’s authorized capital and to increase SMARTRAC’s share capital by the issuance of 2,103,886 ordinary shares. Subscription rights for shareholders have been excluded.
The capital increase is associated with the closing of the transaction with UPM-Kymmene Corporation under which SMARTRAC takes over UPM’s RFID business while UPM-Kymmene Corporation obtains an indirect economic interest in SMARTRAC of 10.6% via OEP Technologie B.V., a holding company controlled by One Equity Partners and one of the major shareholders of SMARTRAC.
The new shares will be issued to OEP Technologie B.V., each new share having a nominal value of EUR 0.50, for a cash consideration of EUR 11.00 per new share, to be effected by means of a set off against an obligation of SMARTRAC to pay EUR 23,142,746.00 to OEP Technologie B.V. for providing the above mentioned indirect economic interest in SMARTRAC.
SMARTRAC N.V. and OEP Technologie B.V. furthermore agreed that the new shares will not be admitted to trading on the Regulated Market (Regulierter Markt) (Prime Standard) of the Frankfurt Stock Exchange for a period of at least twelve month following the registration of the capital increase in the commercial register. As long as the new shares have not been admitted to trading they will have ISIN NL0010125258 and WKN A1JV9N as temporary ISIN/WKN.
SMARTRAC is the leading developer, manufacturer, and supplier of RFID and NFC transponders and inlays. The company produces ready-made and customized transponders and inlays used in access control, animal identification, automated fare collection, border control, RFID-based car immobilizers, electronic product identification, industry, libraries and media management, laundry, logistics, mobile & smart media, public transport, retail, and many more.
SMARTRAC was founded in 2000, went public in July 2006, and trades as a stock corporation under Dutch law with its registered headquarters in Amsterdam. The company currently employs about 3,600 employees and maintains a global research and development, production, and sales network.
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To the extent that this ad hoc release contains forward-looking statements, such statements are based on assumptions, planning, and forecasts at the time of publication of this ad hoc release. Forward-looking statements always involve uncertainties. Business and economic risks and developments, the conduct of competitors, political decisions, and other factors may cause the actual results to be materially different from the assumptions, planning, and forecasts at the time of publication of this ad hoc release. Therefore, SMARTRAC N.V. does not assume any responsibility relating to forward-looking statements contained in this ad hoc release. Furthermore, SMARTRAC N.V. does not assume any obligation to update the forward-looking statements contained in this ad hoc release.