Shareholders approve financial restructuring of Oerlikon
Pfäffikon SZ / Lucerne, May 18, 2010 - The 37th Annual General Shareholders' Meeting of OC Oerlikon Corporation AG, Pfäffikon was held today in Lucerne. The focus of the meeting were the Group's financial restructuring measures, which are key to the future of the Group. All motions by the Board of Directors passed almost concordantly.
52.48 percent of the share capital were represented. The two additional independent candidates nominated for the Board of Directors were elected for a term of one year: Wolfgang Tölsner, previously COO of Bombardier Transportation, and Gerhard Pegam, the current CEO of Epcos. The election is subject to the completion of the capital decrease and the subsequent re-increase of the Company's share capital to the current amount. "The approved financial restructuring plan creates the basis for a successful future of the Oerlikon Group", says Vladimir Kuznetsov, Chairman of Oerlikon's Board of Directors. The implementation of the financial restructuring measures can therefore proceed as planned, with the rights offering starting on May 25, 2010 and completion expected by June 9, 2010.
The financial restructuring package reduces Oerlikon's net debt, strengthens the Group's total equity by up to CHF 1.3 billion and increases its liquidity by approximately CHF 300 million (before transaction costs). Combined with the ongoing operational restructuring, these measures are expected to provide the Group with the operational flexibility to actively manage the recovery going forward and to position the Group's six segments for sustainable long-term growth.
Ballot results of the Annual General Shareholders' Meeting
The financial restructuring plan which was agreed between the lenders, Renova Group and Oerlikon on March 31, 2010, was now put to the vote of Oerlikon's shareholders. Altogether, the following items were on the agenda:
1. Annual report, annual financial statements of OC Oerlikon Corporation AG, Pfäffikon and consolidated financial statements 2009
Both annual report and the financial statements for the fiscal year 2009 were approved with 99.77 percent of the votes.
2. Treatment of balance sheet loss 2009
The shareholders' meeting approved with 99.72 percent of the votes to carry forward the balance sheet loss for the fiscal year 2009 in the amount of CHF 62'970'672 to new account.
3. Discharge of the members of the Board of Directors for the fiscal year 2009
The shareholders' meeting approved the release of Mr Vladimir Kuznetsov,
Mr Kurt J. Hausheer, Dr. Urs A. Meyer, Mr Carl Stadelhofer and Mr Hans Ziegler for the fiscal year 2009 with 92.58 percent of the votes.
4. Restructuring (comprehensive resolution)
The restructuring measures were approved with 99.78 percent of the votes. All restructuring measures submitted to the general meeting under agenda item 4 were mutually dependent on each other in such manner that the refinancing proposed by the Board of Directors could only be accomplished in its entirety. Therefore, the individual resolutions under agenda item 4 were submitted for vote in their entirety and were also approved as such.
5. Amendments to the Articles of Association
Amendments to the Articles of Association in conformity with the Federal Act on Book-Entry Securities: All additional amendments for the implementation of the Federal Act on Book-Entry Securities proposed by the Board of Directors were approved by 99.82 percent of the votes.
6. Elections to the Board of Directors
The Board of Directors had proposed to re-elect and were approved with the following percents of the votes: Mr Vladimir Kuznetsov (99.62%), Mr Kurt J. Hausheer (99.72%),
Dr. Urs A. Meyer (99.64%), Mr Carl Stadelhofer (99.65%) and Mr Hans Ziegler (99.76%) to the Board of Directors for a term of one year. Furthermore, Mr Wolfgang Tösler and Mr Gerhard Pegam have been elected with 98.91 respectively 98.84 percent of the votes, both new additional candidates for the Board of Directors. Their election is subject to the completion of the capital decrease and the subsequent re-increase of the Company's share capital to the current amount.
7. Election of auditors
KPMG AG, Zurich, was confirmed by a majority of 99.82 percent of the votes as auditors of the Company for the fiscal year 2010.
Implementation of financial restructuring measures
Following today's approval of the financial restructuring measures by Oerlikon's shareholders, their implementation can proceed as planned. The rights offering as the main element of the financial restructuring will start on May 25, 2010. The expected timetable for the rights offering is as follows:
May 21, 2010 Cut-off date for entitlement to subscription rights (after close of trading)
May 25, 2010 Start of rights trading period and rights exercise period
June 1, 2010 End of rights trading period
June 2, 2010 End of rights exercise period (12:00 noon CEST)
June 4, 2010 Payment date
June 8, 2010 Creation of new shares and registration of the capital decrease as well as
the capital increases in the Commercial Register of the Canton of Schwyz
June 9, 2010 Listing, first trading day and delivery of the new shares
All financial restructuring measures are expected to be completed by June 9, 2010, which is the envisaged first trading day of the new shares to be issued as part of the approved capital increases. UBS Investment Bank is acting as Global Coordinator and Joint Bookrunner, and COMMERZBANK, Deutsche Bank, SOCIÉTÉ GÉNÉRALE Corporate & Investment Banking and The Royal Bank of Scotland are acting as Joint Bookrunners in the rights offering.
Oerlikon (SIX: OERL) is a leading high-tech industrial group specializing in machine and plant engineering. The Company is a provider of innovative industrial solutions and cutting-edge technologies for textile manufacturing, thin-film coating, drive, vacuum, solar energy systems and advanced nanotechnology. A Swiss company with a tradition going back 150 years, Oerlikon is a global player with around 16,000 employees at 157 locations in 36 countries and sales of CHF 2.9 billion in 2009. The Company invests more than CHF 200 million annually in R&D, with over 1,200 specialists working on future products and services. The operative businesses rank either first or second in their respective global markets.
This media release is not an issue prospectus pursuant to art. 652a and/or 1156 of the Swiss Code of Obligations or a listing prospectus pursuant to art. 27 et. seq. of the SIX Swiss Exchange Listing Rules, and does not constitute an offer to sell or the solicitation of an offer to purchase the shares or other securities of OC Oerlikon Corporation AG, Pfäffikon. A decision to invest in shares of OC Oerlikon Corporation AG, Pfäffikon should be based exclusively on the issue and listing prospectus published by the Company for such purpose.
This media release is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Any public offering of securities to be made in the United States of America would be made by means of a prospectus (prepared in compliance with U.S. securities law requirements) that could be obtained from OC Oerlikon Corporation AG, Pfäffikon and that would contain detailed information about the company and management, as well as financial statements. OC Oerlikon Corporation AG, Pfäffikon does not intend to register any part of the present or proposed offering in the United States of America.
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