TDK announces the implementation of the mandatory squeeze-out of Tronic’s Microsystems shares

TDK Corporation (TSE: 6762) and its wholly owned subsidiary TDK Electronics AG (“TDK” or the “Initiator”) announce the implementation of the mandatory squeeze-out of Tronic’s Microsystems S.A. (“Tronic’s”) shares, listed on Euronext Growth Paris.

COMPENSATION AMOUNT: €5.56 per Tronic's share

This press release has been prepared by TDK Electronics AG in accordance with Article 237-3 III of the General Regulation of the French Financial Markets Authority (AMF) and Article 9 of AMF Instruction No. 2006-07 on public tender offers.

Following the public buyout offer initiated by TDK in concert with Thales AVS France, which was declared compliant by the AMF on November 6, 2025 (D&I 225C1884) and ran from November 10 to November 21, 2025 (the “Offer”), the Initiator, together with Thales AVS France, now holds 8 829 826 Tronic’s shares, representing 97.60% of the share capital and 97.95% of the voting rights.

By letter dated November 26, 2025, Société Générale, acting as presenting institution for the Offer, informed the AMF of the Initiator’s intention to proceed with the mandatory squeeze-out of Tronic’s shares, as stated in the Offer documentation.

According to AMF notice D&I No. 225C2007 dated November,28 2025, the squeeze-out will take place on December 12, 2025 and will cover all Tronic’s shares not tendered to the Offer. Trading of Tronic’s shares was suspended as of November 24, 2025 and will not resume prior to the squeeze-out, which will result in the delisting of the shares from Euronext Growth.

The compensation for the squeeze-out will be equal to the Offer price, i.e., €5.56 per Tronic’s share, net of all fees.

The conditions set forth in Article L.433-4 of the French Monetary and Financial Code and Articles 237-1 et seq. of the AMF General Regulation have been met:

• The 216 666 shares not tendered by minority shareholders represent 2.40% of the share capital and 2.05% of the voting rights, i.e., less than 10%.

• The AMF reviewed (i) the valuation report prepared by Mr. Gilbert Dupont and Société Générale and (ii) the fairness opinion issued by BM&A, represented by Mr. Pierre Béal, confirming the fairness of the Offer terms, including in the context of the squeeze-out.

• The squeeze-out is carried out under the same financial terms as the Offer: €5.56 per share, net of all fees.

  In accordance with Article 237-5 of the AMF General Regulation, the Initiator will publish a notice in a legal announcements journal at the registered office of Tronic’s. TDK has deposited the total compensation amount in a blocked account with Société Générale, which will handle payments to shareholders whose bank details are known. Unclaimed funds will be held for ten years and then transferred to the Caisse des Dépôts et Consignations.

  The Offer documentation approved by the AMF on November 6, 2025, under numbers 25-430 (TDK) and 25-431 (Tronic’s Microsystems) is available on the AMF website (www.amf-france.org), and Tronic’s website (www.tronicsgroup-bourse.com), and can be obtained free of charge at their respective registered offices.

  Disclaimer

  This press release is for information purposes only. It does not constitute an offer to the public and is not intended for distribution outside France. Persons in possession of this press release must comply with applicable local restrictions. TDK accepts no liability for any breach of such restrictions.