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ATS Tender Offer for Global Food & Beverage Equipment Supplier CFT S.p.A. to Commence February 8, 2021CAMBRIDGE, ON, Feb. 5, 2021 /CNW/ - ATS Automation Tooling Systems Inc. (TSX: ATA) ("ATS" or the "Company"), an industry-leading automation solutions provider, today announced that the Italian securities regulatory authority has approved the Offer Document filed by ATS Automation Holdings Italy S.r.l., a limited liability company indirectly and wholly controlled by ATS, with respect to its previously announced voluntary public tender offer for the shares of CFT S.p.A. (BIT:CFT) ("CFT"), an established global supplier to the food and beverage equipment market. The tender offer of €4.60 per share represents a total equity value of €88 million and a total enterprise value of €166 million (~C$260 million). The tender offer will be open for acceptance during the period commencing February 8th, 2021 and ending at 5:30 p.m. (CET) on March 12th, 2021, unless extended, in accordance with applicable law. If the tender offer is successful, it would close approximately one week after the end of such acceptance period. A courtesy English translation version of the Offer Document, as well as other transaction related documents, including weekly tender reports, will be available on the ATS website (astautomation.com) commencing on February 5th, 2021. As previously disclosed, the tender offer is subject to various approvals and closing conditions, and there can be no assurance that any remaining approvals will be obtained and/or any remaining conditions will be met and therefore no assurance that ATS will be successful in acquiring CFT. To date, certain conditions or approvals have been met or obtained, including approvals from the German anti-trust authority and the Spanish foreign investment authority, and the waiver of certain lock-up arrangements. Remaining conditions to closing include that: (i) ATS be in a position to acquire at least 90% of outstanding ordinary share capital of CFT by the end of the offer period in order to effect the delisting of CFT's ordinary shares from the AIM Italia stock exchange, (ii) specified changes to te by-laws of CFT are approved by its shareholders, and (iii) other customary regulatory approvals are received, including approval from the Italian foreign investment authority. In the event that less than 90% of the outstanding ordinary shares of CFT are submitted to the tender offer, ATS may elect to close on such lesser amount and pursue other methods for effecting the delisting. In addition, if less than 100% of the outstanding shares of CFT are submitted pursuant to the tender offer, ATS will retain minority shareholder interests in CFT should it proceed to complete the tender offer. About ATS About CFT S.p.A. Forward-Looking Statements: Forward-looking statements in this press release relate to, among other things: statements with respect to completion of and timing for completion of the tender offer, including the remaining conditions and approvals necessary for closing. The risks and uncertainties that may affect forward-looking statements include that there can be no assurance that the proposed acquisition of CFT will occur or that the expected timeline will be realized. Closing of the tender offer is subject to various approvals and the fulfillment of certain conditions and there can be no assurance that any remaining approvals will be obtained and/or any remaining conditions will be met, including the condition that 90% of shares be tendered in response to the offer. The tender offer could be modified, delayed, or terminated. The forward-looking statements in this document are, unless otherwise indicated, stated as of the date hereof and are presented for the purpose of assisting investors and others in understanding the proposed acquisition, our future operations if the tender offer is completed, our financial position and results of operations as well as our objectives and strategic priorities, and may not be appropriate for other purposes. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions, and other than as required by applicable securities laws, ATS does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change. SOURCE ATS Automation Tooling Systems Inc. |