AUSTRIACARD HOLDINGS AG (AUSTRIACARD) notes announcement by Dai Nippon Printing Co., Ltd. (DNP) of its intention to launch a voluntary public takeover offer aimed at acquiring control of AUSTRIACARD pursuant to the Austrian Takeover Act (the Offer).
In connection with the Offer, AUSTRIACARD and DNP have entered into a memorandum of understanding setting out the principal framework for the contemplated transaction and the parties’ intended cooperation following completion.
Separately, Mr. Nikolaos Lykos, AUSTRIACARD’s largest shareholder and a member of the Supervisory Board, has entered into an irrevocable undertaking to accept the Offer in respect of his shareholding of approximately 74.6%.
According to DNP’s announcement, the Offer will provide for a cash consideration of EUR 10.00 per AUSTRIACARD share. Based on the Company’s current share capital of 36,353,868 shares, the Offer values AUSTRIACARD’s entire issued share capital at approximately EUR 364 million.
The Offer price represents a premium of approximately 20-24% to the last closing price of AUSTRIACARD shares prior to today’s announcement and approximately 43-46% to the volume weighted average price of AUSTRIACARD shares over the last six months prior to the announcement.
DNP is a Tokyo-headquartered global technology and manufacturing group founded in 1876 and listed on the Tokyo Stock Exchange with a broad technology and manufacturing platform across printing, information security, smart cards, authentication, secure data solutions and related digital technologies.
Emmanouil Kontos, Chairman of the Management Board and Group CEO of AUSTRIACARD, said: “AUSTRIACARD has developed into an international applied technology company with strong position in holistic secure payment and identity solutions, security printing and AI-powered digital technologies. We welcome DNP’s intention to launch a public takeover offer and the strategic rationale presented for the contemplated transaction. DNP’s global scale, technology capabilities and long-term investment perspective could create meaningful opportunities to accelerate AUSTRIACARD’s strategy, expand our international reach and drive our next phase of growth.”
Nikolaos Lykos, member of the Supervisory Board of AUSTRIACARD, said: “Our Company’s roots go back to the Lykos printing business founded in 1897, and its development has always been built on entrepreneurship, trust and long-term commitment. Over generations, that heritage has grown into AUSTRIACARD: a business with a strong culture, trusted customer relationships and a clear strategic purpose. In DNP, I believe we have found the right partner to carry that legacy forward: a company that has followed a similar path from deep printing roots to advanced technology solutions, with shared values and a common focus on security, trust, innovation and long-term value creation.”