Bär & Karrer and Baker McKenzie on the PTO for Schaffner from TE

TE Connectivity, a global industrial technology company with leading positions in connectivity and sensing, and Schaffner Holding, a leading Swiss-based electromagnetic solutions company, have jointly announced that they have entered into a binding agreement pursuant to which TE will make a tender offer for all of the public registered shares of Schaffner for CHF 505 per share.

Tyco Electronics (Schweiz) Holding II, an indirect wholly owned subsidiary of TE Connectivity, (Schaffhausen), and Schaffner Holding, (Luterbach), have entered into an agreement on the terms and conditions of a takeover by way of a PTO by Tyco Electronics for all publicly held registered shares of Schaffner. The board of directors of Schaffner has resolved to support the public tender offer by Tyco Electronics and to recommend the acceptance of Tyco Electronics’ public tender offer to its shareholders.

Buru Holding and Philipp Buhofer have committed to tender a part of their Schaffner shares, corresponding to approximately 17.16% of the share capital in Schaffner, into the tender offer.

The Offer represents a premium of 79.1% over the closing price of Schaffner shares on 16 August 2023, the trading day immediately preceding the pre-announcement of the Offer, and a premium of 74.5% over the volume weighted average price during the 60 trading days immediately preceding the pre-announcement, as well as a premium of 50.1% over the minimum price of CHF 336.4 determined in a valuation report prepared by Ernst & Young.

The acquisition will enable TE to add Schaffner’s market-leading EMC filter offerings to its connectivity and sensing portfolio for high-growth industrial and automotive applications.

Bär & Karrer acted as legal advisor to TE Connectivity in connection with the takeover bid. The team includes partners Ralph Malacrida (pictured right), Mariel Hoch (pictured left) as well as Dominic Leu, Faton Aliu, Fabienne Perlini, Colin Giezendanner and Sophie Müller (all m&a).

Baker McKenzie Switzerland advised Schaffner on all legal aspects of this deal. The  team was led by partners Matthias Courvoisier (pictured bottom right; capital markets) and Martin Furrer (pictured bottom left, m&a), and consisted of Boris Wenger (partner, antitrust & competition) and Jan Lusti (associate, capital markets).