Reference is made to the voluntary cash offer from
Deltronics (Netherlands) B.V. (the "Offeror"), a wholly owned
subsidiary of Delta Electronics, Inc., to acquire all of the shares
of Eltek ASA ("Eltek") against a consideration at NOK 11.75 in cash
per share (the "Voluntary Offer"), made in the offer document dated
12 January 2015 (the "Offer Document").
As set out in Section 4.3 (a) in the Offer
Document, completion of the Voluntary Offer is subject to the
satisfaction, or waiver, at the Offeror's sole discretion of
required regulatory approvals, including necessary clearances from
competition authorities in the United States, Germany and the
Russian Federation. It is expected that the necessary competition
clearances from competition authorities in the United States,
Germany and the Russian Federation will be obtained before the end
of March 2015. Further information regarding the clearances will be
given in due course.
For further information, please contact:
Eltek
Erik Thorsen, Chairman of the Board of Directors, Eltek
ASA
Tel: +47 90 75 66 85
Delta
Spokesperson Jesse Chou, Assistant Vice President
Tel: +886-2-87972088 Ext: 5520
Mobile: +886-932-113-258
Fax: +886-2-87972338
E-Mail: jesse.chou@delta.com.tw
About Delta
Deltronics (Netherlands) B.V. is a wholly owned subsidiary of Delta
Electronics, Inc. ("Delta"). Delta, founded in
1971, is a global leader in power and thermal management solutions
and is a provider with world-class stature in several product
segments. Our mission statement, "To provide innovative, clean and
energy-efficient solutions for a better tomorrow," focuses our role
in addressing key environmental issues such as global climate
change. As an energy-saving solutions provider with core
competencies in power electronics and in innovative research and
development, Delta's businesses encompass Power Electronics, Energy
Management, and Smart Green Life. Delta has sales offices worldwide
with manufacturing facilities and R&D centers in Taiwan, China,
USA, Europe, Thailand, Japan, Singapore, India, Mexico and
Brazil.
About Eltek
Eltek is a strategic technology partner for power
solutions. The company reported revenue of NOK 3.7 billion in 2013,
and has approximately 2,400 employees and operations in almost 40
countries. The company focuses on power electronics markets, where
it is one of the leaders in telecom power and a growing force
within industrial applications. Eltek is also pursuing growth
opportunities within the datacenter market. Eltek is listed on the
Oslo Stock Exchange (ELT: Oslo) and headquartered in Drammen,
Norway.
***
This information is subject to
the disclosure requirements according to Section 5-12 of the
Norwegian Securities Trading
Act.
The Voluntary Offer and the
distribution of this announcement and other information in
connection with the Voluntary Offer may be restricted by law in
certain jurisdictions. The Offeror assumes no responsibility in the
event there is a violation by any person of such restrictions.
Persons into whose possession this announcement or such other
information should come are required to inform themselves about and
to observe any such restrictions.
This release contains certain forward-looking
statements within the meaning of the securities laws and
regulations of various international, federal, and state
jurisdictions. All statements, other than statements of historical
fact, included herein, including without limitation, statements
regarding the Offer, future plans and objectives of Eltek or the
Offeror are forward-looking statements that involve risk and
uncertainties. There can be no assurances that such statements will
prove to be accurate and actual results could differ materially
from those anticipated in such statements.
Special Notice to Shareholders in
the United States
The Offer referenced in this announcement will be
made for shares of Eltek, a company incorporated under Norwegian
law, and is subject to Norwegian disclosure and procedural
requirements, which are different from those of the United States.
The shares of Eltek have not been registered under the U.S.
Securities Exchange Act of 1934, as amended (the "US Exchange Act") (and Eltek is not subject to the
periodic reporting requirements of the US Exchange Act, as amended,
and is not required to, and does not, file any reports with the US
Securities and Exchange Commission thereunder), and are not listed
or traded on any stock exchange in the United States. Accordingly,
the Offer will be made in the United States in compliance with
Section 14(e) of, and Regulation 14E under, the US Exchange Act,
subject to the exemptions provided by Rule 14d-1(d) under the US
Exchange Act and otherwise in accordance with the requirements of
Norwegian law. The Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, the offer timetable, settlement procedures and timing of
payments that are different from those applicable under U.S.
domestic tender offer procedures and laws. Financial information
included in this announcement, if any, has been prepared in
accordance with foreign accounting standards that may not be
comparable to the financial statements of United States
companies.
To the extent permissible under applicable law or
regulation, the Offeror and its affiliates or brokers (acting as
agents for the Offeror or its affiliates, as applicable) may from
time to time after the date hereof, and other than pursuant to the
Offer, directly or indirectly purchase, or arrange to purchase,
shares of Eltek, that are the subject of the Offer or any
securities that are convertible into, exchangeable for or
exercisable for such shares. To the extent information about such
purchases or arrangements to purchase is made public in Norway,
such information will be disclosed by means of a press release or
other means reasonably calculated to inform U.S. shareholders of
Eltek of such information. In addition, the financial advisors to
the Offeror may also engage in ordinary course trading activities
in securities of Eltek, which may include purchases or arrangements
to purchase such securities.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON
THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER
THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR
AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION AND
SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE
AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING
SENT VIA AN EMAIL SYSTEM.
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Eltek ASA via Globenewswire
HUG#1892475
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