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Darrois Villey advises Tronic’s Microsystems on the tender offer initiated by EPCOS on its shares

EPCOS AG, a German subsidiary of the Japanese company TDK, is launching a tender offer on Tronic’s Microsystems, a company listed on Alternext. The tender offer was approved by the Autorité des Marchés Financiers on 3 November 2016 and was opened on 10 November 2016 following the authorisation of the Ministry of Economy regarding the control of foreign investments.

This takeover bid follows the signature on 1st August 2016 of a “Tender Offer Agreement” by EPCOS AG and Tronic’s Microsystems. Several historic shareholders of Tronic’s Microsystems (Aster Capital, CEA Investissement, Omnes Capital, Innovation Capital and Sercel) members of the Supervisory Board of Tronic’s Microsystems are committed to bringing their shares to the offer.

In addition, EPCOS AG and Thales Avionics, industrial partner and reference shareholder of Tronic’s Microsystems, entered into a framework agreement on 1st August 2016 under which, subject to the successful completion of the public offer, they will enter into a shareholders’ agreement and will from this point in time act in concert vis-à-vis Tronic’s Microsystems.

This transaction values Tronic’s Microsystems at approximately 48.65 million euros.

Darrois Villey Maillot Brochier advised Tronic’s Microsystems. The team was led by Olivier Huyghues Despointes (Partner), assisted by Alix de Montchenu and Nadira Kayouech in corporate, Loïc Védie (Partner) and Vincent Vialard in tax law, as well as Patrick Mele (Counsel) in public law.

Hogan Lovells advised EPCOS AG, with Jean-Marc Franceschi (Partner), Arnaud Deparday (Senior Associate) and Andrea Segura (Associate) for corporate, Bruno Knadjian (Partner) and Pierre Denizot-Heller (Associate) for tax law aspects.

Thales Avionics was advised by August and Debouzy with Julien Wagmann (Partner) and Pierre-Antoine Degrolard and Gate Avocats with Julien Mougel (Associate).