TDK initiates a proposed public tender offer followed by a mandatory squeeze-out for the shares of Tronic’s Microsystems

TDK Corporation (TSE:6762) and its wholly-owned subsidiary TDK Electronics AG informed the management board of Tronic’s Microsystems on July 9, 2025, of its decision to file a public tender offer followed by a mandatory squeeze-out for the shares of Tronic’s Microsystems SA at a price of €5.56 per share (the “Draft Offer”). TDK Electronics AG, the majority shareholder of Tronic’s, holds 87.34% of Tronic’s share capital. The concert formed between TDK Electronics AG and Thales AVS France SAS holds 97.44% of Tronic’s share capital.

The Draft Offer is part of an initiative to simplify the shareholding of Tronic’s, through the acquisition of the outstanding capital not currently held by TDK Electronics AG and Thales AVS France SAS (2.56% of Tronic’s), with TDK Electronics AG as the sole offeror. The Draft Offer is in line with Tronic’s strategy, which no longer requires the listing of the company on Euronext Growth^® in Paris, taking into account the very low liquidity of the stock. The Draft Offer also aims to reduce the costs associated with the listing. As a reminder, TDK Electronics AG has financed Tronic’s in recent years and plans to recapitalize Tronic’s up to a maximum of €7,000,000 by March 31, 2026, as Tronic’s equity has been less than half of its share capital since 2023.

Therefore, TDK Electronics AG is offering Tronic’s shareholders who tender their shares to the offer the opportunity to obtain immediate liquidity for their entire stake.

As Tronic’s is unable to establish an ad-hoc committee as referred to in III of Article 261-1, III of the AMF General Regulation, Tronic’s submitted on July 10, 2025, to the French stock market authority (Autorité des marchés financiers, AMF) the appointment of BM&A, represented by Pierre Béal, as independent expert. The AMF financiers informed Tronic’s on July 23, 2025, that it did not oppose this appointment.

The Offer period will be ten trading days and is expected to take place before the end of the second half of 2025. Prior to the opening of the Offer, the AMF will publish a timetable notice, and Euronext Paris will publish a notice announcing the terms and opening of the Offer.

As the conditions for a mandatory squeeze-out have already been met, the offer will be followed by a mandatory squeeze-out procedure for Tronic’s shares on Euronext Growth^®. As part of the mandatory squeeze-out, the Tronic’s shares that have not been tendered to the Offer will be transferred to TDK in exchange for cash compensation equal to the Offer price, i.e., €5.56 per share.

This Offer will not be subject to any financing condition, as TDK has the necessary funds to fully finance the cash Offer.

The draft TDK tender offer document was filed today with the AMF and is available in the investors section of TDK's website, www.tdk.com.

Additional information regarding the transaction

The draft information memorandum prepared by TDK Electronics AG and filed today with the AMF is available in the Investors section of TDK's website. The public will be informed of the filing of the public tender offer documents, which will subsequently be published by TDK Electronics AG and Tronic’s. In accordance with French law, the documentation related to the public buyout offer aimed at Tronic’s will include the tender offer document prepared by TDK, incorporating the terms and conditions of the offer, as well as the draft response memorandum prepared by Tronic’s, including the independent expert's report and the reasoned opinion of the supervisory board, and will be subject to review by the AMF.