TDK announces its decision to implement a public buyout offer, followed by a mandatory squeeze-out on Tronic’s Microsystems shares

TDK’s wholly owned subsidiary TDK Electronics, a leading German manufacturer of electronic components, plans to launch a public takeover offer followed by a mandatory squeeze-out for Tronic’s shares. 

TDK Electronics AG, main shareholder of Tronic’s, owns 87.34% of Tronic’s shares. The concert formed between TDK Electronics AG and Thales AVS France SAS owns 97.44% of the Tronic’s shares. 

The price of the tender offer, that will be filed to the AMF, is 5.56 Euros per Tronic’s share. 

TDK Corporation (“TDK”, TSE: 6762) announced today that TDK’s wholly owned subsidiary TDK Electronics AG, a leading manufacturer of electronic components, modules and systems based in Munich, Germany, has decided to implement a public buyout offer followed by a mandatory squeeze-out (the “Offer”) for Tronic’s Microsystems SA (“Tronic’s”, ISIN:FR0004175099 ALTRO) shares. TDK Electronics AG, main shareholder of Tronic’s, owns 87.34% of Tronic’s shares. The concert formed between TDK Electronics AG and Thales AVS France SAS owns 97.44% of the Tronic’s shares. 

The price of the tender offer, that will be filed to the AMF, is 5.56 Euros per Tronic’s share.

Context of the Offer 

The Offer is part of a move to simplify Tronic’s' capital structure by acquiring the remaining capital not currently held by TDK Electronics AG and Thales AVS, France SAS (2.56% of the capital of Tronic’s), for which it is being specified that TDK Electronics AG will act as sole initiator, and is in line with Tronic’s’ strategy, which does not require it to remain listed on the Euronext Growth® market in Paris, particularly given the very low liquidity of the stock. The Offer also aims to reduce the costs associated with the listing. As a reminder, TDK Electronics AG has been financing Tronic’s these last years and expects to recapitalize Tronic’s with up to 7,000,000 Euros before March 31, 2026, as the equity of Tronic’s is lower than half of its share capital since 2023. 

TDK Electronics AG is therefore offering Tronic’s shareholders who tender their shares to the Offer the opportunity to obtain immediate liquidity for their entire stake at a price of 5.56 Euros per share. 

As Tronic's is unable to set up an ad hoc committee as referred to in III of Article 261-1 of the AMF General Regulation, it will shortly submit to the AMF the identity of the independent appraiser it intends to appoint, in accordance with Article 261-1-1-I of the General Regulation. 

Additional information related to the transaction  

The public will be informed of the filing of the draft documents relating to the Offer, which will be published by TDK Electronics AG and Tronic's during the third quarter of 2025. In accordance with French law, the documentation relating to the Offer will include the draft note of information, prepared by TDK, setting out the terms and conditions of the Offer, as well as the draft note in response, prepared by Tronic’s, including the independent appraiser’s report and the reasoned opinion of the supervisory board, and will be subject to review by the AMF.