u-blox AG / Key word(s): Public Tender Thalwil, Switzerland, 27 August, 2025 - Advent International, L.P. ("Advent"), a leading global private equity investor, through its indirect subsidiary ZI Zenith S.à r.l., today published the offer prospectus for its public tender offer for all publicly held registered shares of u-blox Holding AG ("u-blox") (SIX: UBXN), a global provider of leading positioning and short-range communication technologies and services. The publication follows the publication of the pre-announcement on 17 August 2025. The offer price amounts to CHF 135.00 net in cash per registered share in u-blox, valuing u-blox at approximately CHF 1.05 billion on a fully diluted basis and representing a 53% premium over the undisturbed volume-weighted average share price of the last six months prior to the pre-announcement, and a 32% premium to the undisturbed volume-weighted average share price of the last 60 trading days of u-blox shares until 14 August 2025, before the media first reported on a potential transaction. The Board of Directors of u-blox has unanimously resolved to recommend acceptance of the offer, supported by an independent fairness opinion issued by IFBC Ltd., Zurich, which concluded that the offer price is fair from a financial point of view. SEO Master Fund LP, u-blox's largest individual shareholder with around 9%, has irrevocably committed to tender all of its shares. The Board of Directors and the Executive Committee of u-blox have also agreed to tender all of their shares into the offer. The main offer period is expected to begin on 11 September 2025, and to end on 9 October 2025, 04:00 PM CEST, subject to the conditions set forth in the offer prospectus, including customary regulatory approvals. Following settlement, Advent intends to initiate a squeeze-out procedure and to delist the u-blox shares from the SIX Swiss Exchange. The offer prospectus, including the Board of Directors' report and the external fairness opinion, is available free of charge at www.zenith-offer.com. Ends About Advent Advent is a leading global private equity investor committed to working in partnership with management teams, entrepreneurs, and founders to help transform businesses. With 16 offices across five continents, we oversee more than USD $94 billion in assets under management* and have made over 430 investments across 44 countries. Since our founding in 1984, we have developed specialist market expertise across our five core sectors: business & financial services, consumer, healthcare, industrial, and technology. This approach is bolstered by our deep sub-sector knowledge, which informs every aspect of our investment strategy, from sourcing opportunities to working in partnership with management to execute value creation plans. We bring hands-on operational expertise to enhance and accelerate businesses. As one of the largest privately-owned partnerships, our 660+ colleagues leverage the full ecosystem of Advent's global resources, including our Portfolio Support Group, insights provided by industry expert Operating Partners and Operations Advisors, as well as bespoke tools to support and guide our portfolio companies as they seek to achieve their strategic goals. Advent has been active in the DACH region since 1988 and opened its office there in 1991. Advent's current portfolio in the DACH region includes nine companies with total annual revenues of around 18billion euros and approximately 79,000 employees in total. To learn more, visit our website or connect with us on LinkedIn. *Assets under management (AUM) as of March 31, 2025. AUM includes assets attributable to Advent advisory clients as well as employee and third-party co-investment vehicles. About u-blox u-blox (SIX:UBXN) is a global leader in automotive, industrial, and consumer markets, driving innovation through our cutting-edge positioning and short-range communication technologies. We are the pioneers behind high-precision technologies, providing smart and reliable solutions that enable people, vehicles, and machines to determine their precise position and communicate wirelessly. With headquarters in Thalwil (Zurich), Switzerland, and offices across Europe, Asia, and the USA, we are making a global impact. To learn more, visit our website or follow us on social media - X, Facebook, LinkedIn, and Instagram - for an even more precise future. Disclaimer This release contains certain forward looking statements. Such forward looking statements reflect the current views of management and are subject to known and unknown risks, uncertainties and other. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. u-blox and Advent are providing the information in this release as of this date and do not undertake any obligation to update any forward looking statements contained in it as a result of new information, future events or otherwise. Legal Disclaimers This release is for informational purposes only and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer, to purchase or subscribe for any registered shares or other equity securities in u-blox, nor shall it form the basis of, or be relied on in connection with, any contract therefor. This release is not part of the offer documentation relating to the tender offer. The full details including terms and conditions have been published in the offer prospectus. Shareholders of u-blox are urged to read the tender offer documents, which are or will be available at www.zenith-offer.com and on the website of the Swiss Takeover Board (www.takeover.ch). Certain Offer Restrictions The tender offer will not be made, directly or indirectly, in any country or jurisdiction in which the tender offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Advent or any of its subsidiaries to change or amend the terms or conditions of the tender offer in any way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the tender offer. It is not intended to extend the tender offer to any such country or jurisdiction. Any such document relating to the tender offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction and must not be used for the purpose of soliciting the purchase of securities of u-blox by any person or entity resident or incorporated in any such country or jurisdiction. The communication is not being made by, and has not been approved by, an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000 in the United Kingdom. Reference is made to the pre-announcement of the tender offer published today for full offer restrictions and an overview of certain key differences with U.S. tender offer procedures and laws. Notice to U.S. Holders Shareholders of u-blox in the United States ("U.S. Holders") are advised that the registered shares of u-blox are not listed on a U.S. securities exchange and that u-blox is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The tender offer will be made for the registered shares of u-blox, a Swiss company whose shares are listed on the SIX Swiss Exchange Ltd., and is subject to Swiss disclosure and procedural requirements, which are different from those of the United States. The tender offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, subject to the exemption provided under Rule 14d-1(c) under the Exchange Act for a tier 1 tender offer (the "Tier 1 Exemption"), and otherwise in accordance with the requirements of Swiss law. Accordingly, the tender offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures, waiver of conditions and timing of payments that are different from those applicable under U.S. tender offer procedures and laws. U.S. Holders are urged to consult with their own legal financial and tax advisors (including with respect to Swiss law) regarding the Offer. As permitted under the Tier I Exemption, the settlement of the tender offer will be based on the applicable Swiss law provisions, which differ from the settlement procedures customary in the United States, particularly as regards to the time when payment of the consideration is rendered. The Offer, which will be subject to Swiss law, will be made to U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier I Exemption. To the extent the tender offer is subject to U.S. securities laws, those laws only apply to U.S. Holders of u-blox shares and will not give rise to claims on the part of any other person. It may be difficult for U.S. Holders to enforce their rights and any claim they may have arisen under the of U.S. federal securities laws, since u-blox is located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. Holders may not be able to sue u-blox or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel u-blox and its affiliates to subject themselves to a U.S. court's judgment. Neither the SEC nor any securities commission of any State of the U.S. has (a) approved or disapproved of the tender offer; (b) passed upon the merits or fairness of the tender offer; or (c) passed upon the adequacy or accuracy of the disclosure in the pre-announcement. Any representation to the contrary is a criminal offence in the U.S. For further information, please contact:
End of Inside Information |
| Language: | English |
| Company: | u-blox AG |
| Zürcherstrasse 68 | |
| 8800 Thalwil | |
| Switzerland | |
| Phone: | +41 44 722 74 44 |
| Fax: | +41 44 722 74 47 |
| E-mail: | ir@u-blox.com |
| Internet: | www.u-blox.com |
| ISIN: | CH0033361673 |
| Listed: | SIX Swiss Exchange |
| EQS News ID: | 2188998 |
| End of Announcement | EQS News Service |
2188998 27-Aug-2025 CET/CEST
