|
u-blox AG / Key word(s): Tender Offer
Definitive interim result of public tender offer for u-blox – Offer declared successful
15-Oct-2025 / 07:00 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.
Thalwil, Switzerland, and Luxembourg, 15 October 2025 – ZI Zenith S.à r.l. (“Zenith”), a European indirect subsidiary of funds managed and/or advised by Advent International, L.P. (“Advent”), a leading private equity investor, today announced the definitive interim result of its public tender offer (“Offer”) for all publicly held registered shares of u-blox Holding AG (“u-blox”) (SIX: UBXN), a global provider of positioning and wireless communication technologies.
As of the end of the offer period on 9 October 2025, and based on the definitive result, 4,774,528 u-blox shares had been tendered. Including irrevocable undertakings received prior to the publication of the provisional interim result, and considering the shares already held by Zenith and persons acting in concert with it, Zenith’s total participation amounted to 4,964,580 u-blox shares, representing 64.64% of the issued share capital and voting rights of u-blox.
Following the publication of the provisional interim result, additional shareholders provided irrevocable undertakings to tender their shares and Zenith purchased additional shares. Taking these further undertakings and market purchases made after the end of the offer period and prior to the publication of this notice into account, the total participation now amounts to 5,188,557 shares, corresponding to 67.55% of the issued share capital and voting rights of u-blox. Accordingly, Zenith declares the Offer to be successful.
An additional acceptance period of ten trading days will commence on 16 October 2025 and end on 29 October 2025 at 4:00 p.m. CEST. Shareholders who have not yet tendered their shares may do so under the same terms and conditions as set out in the Offer Document.
The definitive notice of the interim result has been published on the official publication platform of the Swiss Takeover Board and is available at www.zenith-offer.com. The final result of the Offer will be published after the end of the additional acceptance period.
Completion of the transaction is expected in the fourth quarter of 2025, subject to the fulfillment of the offer conditions and receipt of required regulatory approvals. As set out in the offer prospectus, settlement of the Offer remains subject to further offer conditions, including approval of the delisting by the extraordinary shareholders’ meeting and the election of the persons nominated by Zenith to the board of directors of u-blox.
Following settlement of the Offer, and subject to such conditions, Advent intends to initiate a squeeze-out procedure, and to delist u-blox shares from the SIX Swiss Exchange.
Ends
For further information, please contact:
About u-blox
u-blox (SIX:UBXN) is a global leader in automotive, industrial, and consumer markets, driving innovation through our cutting-edge positioning and short-range communication technologies. We are the pioneers behind high-precision technologies, providing smart and reliable solutions that enable people, vehicles, and machines to determine their precise position and communicate wirelessly. With headquarters in Thalwil (Zurich), Switzerland, and offices across Europe, Asia, and the USA, we are making a global impact.
To learn more, visit our website or follow us on social media – X, Facebook, LinkedIn and Instagram – for an even more precise future.
About Advent
Advent is a leading global private equity investor committed to working in partnership with management teams, entrepreneurs, and founders to help transform businesses. With 16 offices across five continents, we oversee more than USD $100 billion in assets under management* and have made over 435 investments across 44 countries. Since our founding in 1984, we have developed specialist market expertise across our five core sectors: business & financial services, consumer, healthcare, industrial, and technology. This approach is bolstered by our deep sub-sector knowledge, which informs every aspect of our investment strategy, from sourcing opportunities to working in partnership with management to execute value creation plans. As one of the largest privately-owned partnerships, our 675+ colleagues leverage the full ecosystem of Advent’s global resources, including our Portfolio Support Group, insights provided by industry expert Operating Partners and Operations Advisors, as well as bespoke tools to support and guide our portfolio companies as they seek to achieve their strategic goals.
*Assets under management (AUM) as of June, 2025. AUM includes assets attributable to Advent advisory clients as well as employee and third-party co-investment vehicles.
Disclaimer
This release contains certain forward looking statements. Such forward looking statements reflect the current views of management and are subject to known and unknown risks, uncertainties and other. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. Advent is providing the information in this release as of this date and does not undertake any obligation to update any forward looking statements contained in it as a result of new information, future events or otherwise.
Legal Disclaimers
This release is for informational purposes only and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer, to purchase or subscribe for any registered shares or other equity securities in u-blox, nor shall it form the basis of, or be relied on in connection with, any contract therefor. This release is not part of the offer documentation relating to the tender offer. The full details including terms and conditions have been published in the offer prospectus. Shareholders of u-blox are urged to read the tender offer documents, which are or will be available at www.zenith-offer.com and on the website of the Swiss Takeover Board (www.takeover.ch).
Certain Offer Restrictions
The tender offer will not be made, directly or indirectly, in any country or jurisdiction in which the tender offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Advent or any of its subsidiaries to change or amend the terms or conditions of the tender offer in any way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the tender offer. It is not intended to extend the tender offer to any such country or jurisdiction. Any such document relating to the tender offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction and must not be used for the purpose of soliciting the purchase of securities of u-blox by any person or entity resident or incorporated in any such country or jurisdiction.
Reference is made to the offer prospectus of the tender offer published on 17 October 2025 for full offer restrictions and an overview of certain key differences with U.S. tender offer procedures and laws.
Notice to U.S. Holders
Shareholders of u-blox in the United States (“U.S. Holders”) are advised that the registered shares of u-blox are not listed on a U.S. securities exchange and that u-blox is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The tender offer will be made for the registered shares of u-blox, a Swiss company whose shares are listed on the SIX Swiss Exchange Ltd., and is subject to Swiss disclosure and procedural requirements, which are different from those of the United States. The tender offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, subject to the exemption provided under Rule 14d-1(c) under the Exchange Act for a tier 1 tender offer (the “Tier 1 Exemption”), and otherwise in accordance with the requirements of Swiss law. Accordingly, the tender offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures, waiver of conditions and timing of payments that are different from those applicable under U.S. tender offer procedures and laws. U.S. Holders are urged to consult with their own legal financial and tax advisors (including with respect to Swiss law) regarding the Offer.
As permitted under the Tier I Exemption, the settlement of the tender offer will be based on the applicable Swiss law provisions, which differ from the settlement procedures customary in the United States, particularly as regards to the time when payment of the consideration is rendered. The Offer, which will be subject to Swiss law, will be made to U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier I Exemption. To the extent the tender offer is subject to U.S. securities laws, those laws only apply to U.S. Holders of u-blox shares and will not give rise to claims on the part of any other person. It may be difficult for U.S. Holders to enforce their rights and any claim they may have arisen under the of U.S. federal securities laws, since u-blox is located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. Holders may not be able to sue u-blox or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel u-blox and its affiliates to subject themselves to a U.S. court's judgment.
Neither the SEC nor any securities commission of any State of the U.S. has (a) approved or disapproved of the tender offer; (b) passed upon the merits or fairness of the tender offer; or (c) passed upon the adequacy or accuracy of the disclosure in the offer prospectus. Any representation to the contrary is a criminal offence in the U.S.
End of Inside Information
|
anmelden
