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Nikon to Partner with SLM Through a Public Takeover Offer

Nikon Corporation has announced the signing of an investment agreement with SLM Solutions Group AG (“SLM”), a global leader in metal additive manufacturing solutions headquartered in Lübeck, Germany. In conjunction, Nikon AM. AG, a direct subsidiary of Nikon, announced its decision to launch a voluntary public takeover offer for the acquisition of all outstanding shares of SLM on a fully diluted basis. SLM shareholders will be offered a cash consideration of EUR 20.00 per share. The offer price represents a premium of 83.7% to the XETRA volume-weighted average share price of SLM over the last three months. In addition, Nikon AM announced its decision to launch a separate public offer for the acquisition of certain convertible bonds issued by SLM. The total transaction value is EUR 622 million ($622 million).

SLM’s key shareholders, Elliott International, L.P., ENA Investment Capital LLP, and SLM’s founder Hans-Joachim Ihde, are fully supportive of the transaction and have entered into irrevocable undertakings with Nikon regarding their SLM shares and certain SLM convertible bonds. In addition, Nikon has entered into a subscription agreement with SLM under which Nikon undertook to subscribe to all newly issued shares in SLM, resulting from a capital increase from authorized capital of approx. 10% of the registered share capital, without subscription rights for existing shareholders, valued at the offer price. The subscription is independent of the closing of the takeover offer and underlines Nikon’s strong commitment towards SLM. Consequently, Nikon has already secured 61.1% of the total share capital of SLM on a fully diluted basis.

The takeover offer will not be subject to a minimum acceptance threshold. Completion is contingent on foreign investment control clearances, no insolvency of SLM, and no capital measures other than for certain exceptions.

Management and Supervisory Board of SLM Support Takeover Offer

The Management and Supervisory Board of SLM welcome and fully support the takeover offer and investment by Nikon. The transaction provides an attractive opportunity for SLM’s shareholders and employees alike and will allow SLM to continue to thrive in the fast-developing space of Metal AM to serve its customers even better. Subject to the review of the offer document, the Management and Supervisory Board intend to recommend that SLM shareholders accept the takeover offer and have also committed to accept the takeover offer for any shares held by them.

Toshikazu Umatate, CEO of Nikon, said: “By acquiring SLM, Nikon is taking an important step towards our Vision 2030. We are focused on digital manufacturing as a growth driver and will create value through the promising market of metal additive manufacturing. Metal additive manufacturing will revolutionize mass-production by enabling our clients to manufacture highly complex parts, reduce cycle time, carbon emissions, energy costs and waste. Nikon and SLM share the vision that our technology-driven innovation will transform the future of manufacturing. This acquisition will be key to growing our digital manufacturing business.”

Sam O’Leary, CEO of SLM, added: “Nikon has more than a century of history in developing cutting-edge opto-electronic technology and precision equipment. I am excited for SLM to partner with Nikon to further extend our technology leadership position. We believe this transaction and partnership is very beneficial for all our stakeholders – shareholders, employees and customers alike.”

Nabeel Bhanji, senior portfolio manager on behalf of Elliott Advisors (UK) Limited, an affiliate of Elliott Investment Management L.P. added “Elliott is pleased to have played a key role in SLM’s journey over the past six years, helping the Company stay at the forefront of additive manufacturing innovation and product development.  We are confident that Nikon, with its excellence in manufacturing and deep experience in technology, will further the innovation and distribution of SLM’s market-leading products.”

Highly Complementary Businesses

In its Vision 2030 statement, Nikon set out the aim to become a key technology solutions company in a global society where humans and machines co-create seamlessly and emphasized its strategic focus on digital manufacturing. Nikon believes that growth in digital manufacturing can best be achieved by the adoption of Metal AM, an industrial process of layering metals (akin to 3D printing). The acquisition of SLM expands Nikon’s portfolio of Metal AM methods, which will enable Nikon to offer new solutions, win new business and expand its customer base. Nikon intends to provide holistic solutions to its diverse end-users at an accelerated pace and support major innovations in mass-production.

Comprehensive Agreement For Long-Term Partnership

The success of innovation-centric technology companies such as SLM and Nikon is based on passionate and highly qualified management and employees who inspire trust in their respective brand. Nikon has therefore specifically emphasized in the investment agreement that it intends SLM’s current management team to continue to lead the company and execute its strategy. Nikon also underlined its commitment to secure the future of SLM’s employee base, operational structures such as works councils, as well as SLM’s headquarters in Lübeck and other material operations.

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