Schuler board recommends Andritz takeover

The board of German-based press manufacturer Schuler has recommended shareholders accept a takeover offer made by Austrian technology company Andritz.

The Board of Management and Supervisory Board of Schuler AG are unanimously recommending that the shareholders accept the takeover offer. Both bodies feel that the price offered, at 20 euros per share, is appropriate in financial terms.

Andritz submitted an unsolicited takeover bid after the company’s founder, the Schuler-Voith family, sold its stock package to Andritz at the end of May 2012. That package accounts for 38.5% of the outstanding shares. The takeover bid is subject to approval by several antitrust authorities. Andritz previously held almost 25% of the shares in Schuler.

In their analysis of the bid price, both boards relied greatly on a fairness opinion – an independent evaluation prepared by the accountancy firm Ernst & Young, Stuttgart, Germany. Taking a number of different evaluation procedures into consideration, the accountants concluded that the bid price is appropriate in financial terms. The bid price of 20 euros is about 35% above the sales-weighted, three-month average price for the Schuler share prior to announcement of the bid.

In addition to the appraisal of the bid price, both boards also considered that the business activities at Schuler were to be continued in line with the existing corporate strategy. Recent initiatives include further expanding the company’s position in growth markets like China and extending its worldwide customer services. According to the intentions voiced by Andritz, neither the employment contracts or the terms of employment in the Schuler organisation are to be modified to the workers’ disadvantage. Neither are the rights of the Works Council to be abridged. Andritz intends to leave in place both the headquarters and the locations of key company operations.

The members of the Board of Management and Supervisory Board have announced that they will accept the bid issued by Andritz in regard to their own holdings of Schuler stock.

Schuler supplies machines, production lines, dies, process know-how and services for the entire metal-working industry. The company employs around 5,000 people and is represented by its own facilities and sales offices in 40 nations around the world.

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