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Fairness Opinion on the assessment of the financial adequacy of the public takeover offer by OEP 80 B.V. for the publicly held shares of Cicor Technologies Ltd.
On 12 December 2024 Cicor Group reported that OEP 80 B.V. (OEP) published the offer prospectus for the announced mandatory offer for all the shares of Cicor Technologies Ltd. (Cicor) held in the public. OEP needs to publish an offer after it converted its Mandatory Convertible Bonds (MCNs) and thereby crossed the mandatory offer threshold of 33 1/3% of the voting rights. The conversion of the mandatory convertible bond is intended to provide additional flexibility to implement measures to optimize Cicor's capital structure.
Cicor is one of the top performers among providers of electronic manufacturing services (EMS) in Europe. The offer price amounts to CHF 55.17 per share, which represents the minimum price. The Board of Directors is of the opinion that the price offered by OEP for the Cicor share does not reflect the actual value of the company.
Based on an in-depth review of the offer an independent committee of the Cicor Board of Directors has unanimously resolved to recommend to the shareholders of Cicor not to accept the offer. The Board of Directors regards the offer as a technical step resulting from the conversion of the MCNs.
IFBC prepared a Fairness Opinion for the Board of Directors of Cicor to assess the financial fairness of the purchase offer by OEP. The offer price as of 6 December 2024 corresponds to only 52.2% of the value per share according to the DCF valuation and is significantly below the value range of CHF 92.02 to CHF 121.45 resulting from the sensitivity analysis. Based on the analyses and valuation considerations made, IFBC assesses the offer price of CHF 55.17 in cash per share of Cicor as inadequate (not fair) from a financial point of view. The Board of Directors therefore came to the conclusion not to recommend the offer. IFBC specializes in the preparation of Fairness Opinions, is a particularly qualified evaluator (accreditation by the Swiss Takeover Board pursuant to Art. 30 para. 6 TOO) and is the Swiss market leader in this field.
The Cicor Group is a globally active provider of full-cycle electronic solutions from research and development to manufacturing and supply chain management. Cicor’s approximately 3,350 employees at 20 locations are serving leaders from the medical, industrial and aerospace & defence industries. Cicor is engaged in the combination of customer-specific development solutions, high-tech components, as well as electronic device manufacturing.
The offeror is managed and advised by OEP Capital Advisors, L.P., a middle market private equity firm with over USD 10bn in assets under management focused on transformational combinations within the industrial, healthcare and technology sectors in North America and Europe.
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