Pfeiffer Vacuum

Interview with Manfred Bender on the 2017 Annual General Meeting and the future of Pfeiffer Vacuum

05-12-2017

„Our shareholders reject the intended takeover of a controlling stake by Busch“

 
Question
Mr. Bender, you will be welcoming your shareholders to the Annual General Meeting in Wetzlar on May 23. What awaits the shareholders?

Manfred Bender
This Annual Shareholders' Meeting will set Pfeiffer Vacuum's future direction and be a huge challenge for nearly 70 percent of our shareholders. Why? Because all shareholders with whom we have been in touch with for months now - and this constitutes a large number of private investors and many institutional investors - believe that our minority shareholder Busch is in no way acting in the shareholders' interests. However, our shareholders will only be able to assert their majority position if they exercise their voting rights at the Annual General Meeting. Once again as a reminder: All shareholders must register by May 16 so they can either participate or delegate their voting rights to a proxy.

 
 
Manfred Bender, Chief Executive Officer of Pfeiffer Vacuum Technology AG
Manfred Bender, Chief Executive Officer of Pfeiffer Vacuum Technology AG

Once again as a reminder: All shareholders must register by May 16 so they can either participate or delegate their voting rights to a proxy.

Question
Please explain again the important issues from the shareholders' perspective.

Manfred Bender
I see three main issues:
 
First, there is the Busch Group's takeover offer. Busch has been quoted as stating that the fact that around 0.07 percent of the capital - which in absolute terms does not even amount to seven thousand shares - find the offer to be acceptable proves that it is fair and attractive. Evidently, they are planning to persuade the shareholders at the Annual General Meeting. That in itself is not actually critical because this is merely a discussion and not a vote. It is public knowledge that the Management and Supervisory Boards reject the offer because it is inadequate. All private investors and institutional investors share this opinion. They do not wish to accept the offer and will remain invested in Pfeiffer Vacuum as they concur with our assessment that we offer attractive long-term prospects as an independent company. I expect that our shareholders will clearly oppose the offer.

This brings us straight to the second important issue, namely Busch's intention to have the actions of members of the Management Board and the Supervisory Board approved individually, in combination with the allegation of a conflict of interest on the part of Dr. Oltmanns, our Chairman of the Supervisory Board. Busch says that Dr. Oltmanns is committed to his own interests, and not those of the shareholders, because his law firm aims to secure further business with Pfeiffer Vacuum. This would go to favor a Busch family member as a more suitable Chairman of the Supervisory Board.

We had the law firm Hengeler Müller look into these allegations. They are baseless. Busch knows this, as it supported Dr. Oltmanns' re-election as Chairman of the Supervisory Board with their votes last year in full knowledge of the facts of the situation, which are also disclosed in the annual report as required by law. This about-face cannot be explained substantively as it is altogether lacking substance. Of course, there are other grounds for this intended controversy at the Annual General Meeting: Busch's medium-term grab for the Supervisory Board chair is to be camouflaged as a shareholder-friendly measure. Why? Many of our investors also have a clear opinion on this: This bit of trickery is an attempt to diminish the opposition from shareholders. The combination of such a big stake held by Busch while controlling the Supervisory Board chair would amount to de facto control over Pfeiffer Vacuum.

And now on to the third issue, the long-term prospects of Pfeiffer Vacuum. First, the most important point: These prospects are absolutely intact. We need only to point to our excellent development and strong outlook. Of particular note in this matter is the feedback from investors. What they want is for us, as an independent company, to continue tapping the very potential that we and Busch see in the vacuum market and in our company. They have come to accept a strong minority shareholder, but, judging by what I have heard, they do not want Busch to exert influence on the company by way of the Supervisory Board chairmanship. They believe that this would further encroach on the majority shareholders' rights. Also, it is not assured that a member of the Busch family, as chairperson of the Supervisory Board, would always put Pfeiffer Vacuum's interests first before the interests of the family business.

Question
What developments do you see coming at Pfeiffer Vacuum after the likes of this General Meeting?

Manfred Bender
Let us assume that Busch will get more than 30 percent with the takeover offer; but it won't be much more that. In that case, I can see Pfeiffer Vacuum as an independent company with attractive prospects. We had already described the situation: We have an outstanding position in an attractive market and are able to tap growth potential. All shareholders will benefit from this, including Busch, of course. And they will do so in twos - via a sustainable development in the share price and via an attractive dividend.

Question
How will you interact with Busch after the Annual General Meeting?

Manfred Bender
Let me put it this way: Busch's approach certainly takes some getting used to, but it is also perfectly understandable from Busch's vantage point. We know and respect Busch as a competitor and I respect Dr.-Ing. Karl Busch's accomplishments as an entrepreneur. However, it is also perfectly clear that, as part of our legal obligations, we are assessing the offer and all related issues strictly in the best interests of the company and our shareholders and, in doing so, will not sidestep a contentious dispute at the Annual General Meeting. This does not in any way preclude us from maintaining a constructive dialog with Busch. This is precisely what we did in the past; for example, we supported Busch in its efforts to fill a seat on the Supervisory Board with a confidant, namely Mr. Beck. And we kept engaging in talks, time and again, as was the case just recently. I believe the collaboration between the two companies should also be fundamentally of interest to our shareholders, as we do business in the same sector. If we are able to create additional synergies, for example, in the opening of new markets and in other areas - and I am not talking about cost synergies here - then it would further increase shareholder value. This benefits everyone. By the way, this is one more reason why our long-term prospects are so attractive and absolutely intact even with Busch as a minority shareholder.

I am able to say this so clearly today because our investors see it the same way and are demanding that we do everything possible to prevent Pfeiffer Vacuum from forfeiting these prospects.
 
Further information about the AGM can be read here.

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Dates & Events

05-24 - 05-27-2017

China Glass
Beijing, China
German Pavilion of VDMA, Booth 030

05-31 - 06-02-2017

Intersolar
Munich, Germany
Hall A2, Booth A2-316

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