Tdk Corp - Report of Foreign Issuer (6-K)
July 31 2008 - 5:53AM
Edgar (US Regulatory)
Commission File No. 1-08346
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of July 2008
TDK CORPORATION
(Translation of registrants name into English)
13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8272, Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover
Form 20-F or Form 40-F.
Form 20-F
þ
Form 40-F
o
Indicate by check mark whether the registrant by furnishing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes
o
No
þ
If Yes is marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b): 82-
TABLE OF CONTENTS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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TDK Corporation
(Registrant)
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July 31, 2008
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BY:
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/s/ Tatsuhiko Atsumi
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Tatsuhiko Atsumi
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General Manager
Corporate Communications Department
Administration Group
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Joint Press Release
TDK and EPCOS Pursue a Comprehensive Partnership
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Business Combination Agreement signed
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Combination of electronic components businesses agreed creating an industry-leading player
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Strong complementary fit across sectors and regions
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TDK to launch public tender offer for EUR 17.85 in cash per EPCOS share
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Attractive 52 percent premium over three-months average closing share price
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July 31, 2008
Tokyo and Munich TDK Corporation, (TDK) (TSE:6762, NYSE and LSE:TDK), a leading electronics
company headquartered in Japan, and EPCOS AG (EPCOS) (EPCGn.DE), a leading manufacturer of
electronic components, modules and systems headquartered in Germany, announced today the signing of
a Business Combination Agreement (BCA). The purpose of the agreement is to combine EPCOS with TDKs
activities in the electronic components field. The combination will create an industry-leading
electronic components company with a strong presence across customer sectors and regions. The BCA
contains the basis of the partnership and the roadmap for its implementation.
As a first step, TDK will launch a public tender offer for all outstanding shares of EPCOS and will
offer EPCOS shareholders EUR 17.85 in cash per share. The offer price represents a 52 percent
premium over the three-months average closing share price on the Frankfurt Stock Exchange (Xetra)
prior to the date of this announcement and a 29 percent premium over the closing price (Xetra) on
30 July 2008. Based on the number of EPCOS shares outstanding, this offer would value EPCOS at
approx. EUR 1.2 billion equity value. Including net financial liabilities, pension obligations and
minority interests this implies an enterprise value for EPCOS of approx. EUR 1.4 billion. TDK
currently holds 2.5% of the current registered share capital of EPCOS and has secured delivery of a
further 7%.
The offer document is expected to be published after approval by the German Federal Financial
Supervisory Authority (BaFin Bundesanstalt für Finanzdienstleistungsaufsicht) during August
2008. The offer is subject to certain conditions, including a 50 percent plus one share minimum
acceptance threshold on a fully diluted basis, and regulatory approvals. TDK expects the offer to
close by October. It is intended that the all-cash transaction will be financed by a bridge loan.
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Joint Press Release
Following the successful completion of the public tender offer, TDK will immediately begin the
process of carving out its relevant passive components business. The objective is to combine this
business with EPCOS business under a new company, provisionally named TDK EP Components KK. This
corporate separation is subject to the approval of TDKs general shareholders meeting.
Continuity Is Assured
The parties have agreed that the Board of Directors of the new company will consist of three
representatives from TDK and two representatives from EPCOS and will oversee the management of the
combined passive components businesses of TDK and EPCOS. Basic structural changes within EPCOS will
require the support of all new company Board Members.
The new company Board of Directors is committed to EPCOS employees and customers and will preserve
EPCOS existing headquarters. The well-established TDK and EPCOS brands will continue to be used in
the future.
Combination to create benefits for both companies and their stakeholders
With the signing of the BCA, we are pleased to have reached an important milestone on the road to
a promising joint future, said Takehiro Kamigama, President and COO of TDK. The customers,
employees and shareholders of both companies will benefit from the combination of these two
outstanding components companies which have decided to conduct their future business in the spirit
of a merger of equals. Our very attractive offer presents full and immediate value to the
shareholders of EPCOS.
The Supervisory Board and the Management of EPCOS are fully supportive of the transaction and are
expressly committed to EPCOS joining TDK. TDK is one of the worlds most successful components
companies and is an excellent partner for us, explained Klaus Ziegler, Chairman of EPCOS
Supervisory Board. With this strategy-oriented and financially strong majority shareholder, our
company will noticeably gain standing and create an especially solid basis for future success.
Combining the components businesses will enable both companies to concentrate more intensely on
strengthening competitiveness and enhancing enterprise value. The combination will create an
industry-leading global player, said Gerhard Pegam, President and CEO of EPCOS.
The outlook is very promising given that the components activities of TDK and EPCOS barely overlap
and complement each other very well. That holds true technologically as well as with respect to the
industries served and the geographical footprint of both parties.
TDK is well established primarily in Asia, the largest growth region, as well as in all
application areas, particularly in consumer electronics and IT, noted Takehiro Kamigama, President
and COO of TDK. The especially strong position of EPCOS in Europe in the growth markets
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Joint Press Release
of automotive and industrial electronics and its global importance in mobile communications
constitute an excellent fit. In addition, we expect synergy effects in R&D, purchasing and sales.
Overall, the highly complementary nature of the businesses will create attractive opportunities for
the employees and customers of both groups.
TDK is looking forward to joining forces with management team and employees of EPCOS who will bring
their highly valued commitment, experience and creativity into the partnership and work together
with TDK for a successful future.
Further information regarding the transaction as well as the offer document which will be published
at a later date can be accessed on
www.tdk-germany-gmbh.com
or
www.tdk.co.jp/info_e/index.htm
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Information on the transaction can also be accessed on
www.epcos.com
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About TDK
TDK (TSE:6762, NYSE and LSE:TDK) is a leading global electronics company based in Japan. It was
established in 1935 to commercialize ferrite, a key material in electronics and magnetic
products. TDKs current product line includes ferrite materials, electronic components, wireless
computer networking products, magnetic heads for HDD, and advanced digital recording media.
TDK is listed on the Tokyo Stock Exchange, the New York Stock Exchange and the London Stock
Exchange.
About EPCOS
EPCOS (EPCGn.DE) is a leading manufacturer of electronic components, modules and systems
headquartered in Munich, Germany. With its broad portfolio EPCOS offers a comprehensive range of
products from a single source and focuses on fast-growing and technologically demanding markets, in
particular in the areas of information and communication technology, as well as automotive,
industrial and consumer electronics. The EPCOS Group has design and manufacturing locations and
sales offices in Europe, Asia, and in North and South America.
Electronic components are found in every electrical and electronic product and are indispensable
for their flawless operation. Products from EPCOS store electrical energy, filter frequencies, and
protect against overvoltage and overcurrent.
In fiscal 2007 (October 1, 2006, to September 30, 2007), EPCOS posted sales of EUR 1.44 billion. At
the end of the fiscal year, the company employed about 18,300 people worldwide.
EPCOS is listed in Germany on the Frankfurt Stock Exchange and the other regional exchanges
and over counter (OTC) in the US.
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Joint Press Release
Contacts for the media at TDK
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Japan, other Asian countries
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Europe, Americas
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Kazutoshi KOGURE
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Lutz GOLSCH
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TDK Corporation
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A&B Financial Dynamics GmbH
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Tel +81 3 5201-7102
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Tel +49 69 92037-110
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Fax +81 3 5201-7114
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Fax +49 69 92037-199
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E-mail:
pr@mb1.tdk.co.jp
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E-mail:
l.golsch@abfd.de
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Contacts for the media at EPCOS
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Japan, other Asian countries
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Europe, Americas
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Kozo IINO
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Hans-Peter ZIEGLER
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CNC Japan K.K.
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EPCOS AG
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Tel +81 3 5156-0102
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Tel +49 89 636-22 988
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Fax +81 3 5156-0188
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Fax +49 89 636-23 549
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E-mail:
kozo.iino@cnc-communications.com
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E-mail:
hans-peter.ziegler@epcos.com
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Disclaimer
This announcement contains certain forward-looking statements that are based on the current
expectations of TDK and EPCOS and are subject to uncertainty and changes in circumstances.
There are a number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements including, but
not limited to, the anticipated benefits of the potential transaction not being realized,
shifts in technology, and changes in economic environments. TDK and EPCOS undertake no
obligation to publicly update or revise any forward-looking statements after the issue of this
announcement except as required by law.
Statements made by EPCOS in this announcement are not a statement under section 27 securities
acquisition and takeover act (WpÜG), which will be published by EPCOS separately.
To the extent the Offer referred to in this announcement is being made into the United States,
it will be made directly by TDK. References in this announcement or in the Offer document to
the Offer being made by Nomura and/or Rothschild on behalf of TDK should be construed
accordingly.
To the extent permitted by applicable law, TDK may directly or indirectly acquire, or make
arrangements to acquire, EPCOS shares on the public stock exchange or in privately-negotiated
transactions.
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