From the Sector

The shareholders of Autoneum Holding Ltd approved all proposals of the Board of Directors at today’s Annual General Meeting and agreed to the proposed dividend of CHF 1.50 per share. Norbert Indlekofer becomes a new member of the Compensation Committee following the previously announced departure of This E. Schneider.

In accordance with Ordinance 3 on Measures to Combat the Coronavirus (COVID-19), the Board of Directors of Autoneum Holding Ltd decided to hold the 2022 Annual General Meeting without the physical presence of the shareholders. For this reason, the Company asked them in advance to exercise their rights exclusively through the independent voting proxy. He represented 66.9% of a total of 4 672 363 shares.

The shareholders approved the Annual Report, the Annual Financial Statements and the Consolidated Financial Statements for 2021 as well as the proposed appropriation of available earnings. A dividend of CHF 1.50 per registered share will be paid out as of March 29, 2022. This corresponds to a distribution of around CHF 7 million, or around 30% of the consolidated profit attributable to Autoneum shareholders.

Hans-Peter Schwald, Chairman of the Board of Directors, emphasized in his video message that the return to profitability and the distribution of a dividend are to be viewed as a positive sign and a success, especially given the challenging environment. CEO Matthias Holzammer, for his part, indicated how important the corporate strategy is for the ongoing and future success of the Company and how it was implemented last year. In addition, he highlighted that through its own strengths Autoneum had managed to improve its operating result in all four regions and to position itself well for the future.

Chairman Hans-Peter Schwald and the other members of the Board of Directors Rainer Schmückle, Liane Hirner, Norbert Indlekofer, Michael Pieper, Oliver Streuli and Ferdinand Stutz were confirmed in office for another year. Hans-Peter Schwald, Ferdinand Stutz and Oliver Streuli were re-elected to the Compensation Committee. Newly elected to the Compensation Committee was Norbert Indlekofer.

• Stephan Sielaff replaces interim CEO Cord Prinzhorn

• CFO Thomas Obendrauf will not extend his contract

• Chairman of the Supervisory Board Peter Edelmann will no longer be available as Chairman at the end of the Annual Shareholders’ Meeting

• Cord Prinzhorn returns to Supervisory Board and will take over as Chairman

The Supervisory Board of Lenzing AG has appointed Stephan Sielaff, the former CTO/COO of Lenzing AG, as the new CEO effective April 01, 2022. He succeeds Cord Prinzhorn, who took over as interim CEO in the fourth quarter of 2021. Cord Prinzhorn will return to the Supervisory Board of Lenzing AG. The Managing Board will thus be reduced again from five to four members.

Stephan Sielaff holds a degree in chemical engineering and held various management positions at Unilever and Symrise from 1993 to 2014. Between 2014 and 2020, he was responsible for the strategic development of the company as a Member of the Board of Directors (COO) at the Swiss specialty chemicals company Archroma – an important supplier of the textile and paper industry. He was appointed Chief Technology Officer and COO of Lenzing AG as of March 01, 2020.

CFO Thomas Obendrauf has informed the Supervisory Board that he will not be available for a further extension of his contract, which expires in June 2022. The Supervisory Board of Lenzing AG is already working on a timely replacement. Mr. Obendrauf will be available to the company in an advisory capacity until a successor is appointed.

Peter Edelmann will leave the Supervisory Board upon his own request, effective April 26, 2022. Cord Prinzhorn will return to the Supervisory Board and will take over as Chairman.

• Multi-year share buyback program started

adidas today announced the start of the first tranche of its multi-year share buyback program announced in December 2021. The company intends to repurchase own shares in an amount of up to € 1 billion in the first quarter of 2022.

In total, under the new program, adidas plans to buy back own shares for up to € 4 billion until 2025. Taking into consideration the € 1 billion share buyback completed in 2021 already, the company intends to return up to € 5 billion to its shareholders through regular share buybacks alone during the five-year strategic cycle of the new company strategy ‘Own the Game’. The share buyback activities are complemented by annual dividend payouts in the range of 30% to 50% of net income from continuing operations.

Strong cash returns are a key component of the company’s strategy. As part of ‘Own the Game’ adidas intends to generate substantial cumulative free cash flow until 2025. The majority of it – between € 8 and € 9 billion – will be distributed to adidas’ shareholders. On top of that, the company plans to return most of the cash proceeds from the Reebok divestiture to its shareholders after closing of the transaction, which is expected to occur during the first quarter of 2022.

As with previous share buybacks, adidas intends to cancel most of the shares repurchased during the program, which would reduce the number of shares as well as the share capital accordingly.

• More than 8 million treasury shares cancelled

adidas announced today the completion of its second share buyback program this year. Between October 18, 2021, and November 25, 2021, the company bought back 1,619,683 shares for a total amount of € 450 million, corresponding to an average purchase price per share of € 277.83. Taking into consideration the first share buyback conducted during the third quarter, adidas bought back 3,471,205 shares for a total amount of € 1 billion in 2021. Including the dividend payment of € 585 million in May, the company returned nearly € 1.6 billion to its shareholders this year.

Strong cash returns are an essential part of the company’s new strategy ‘Own the Game’. Driven by the significant top-line growth and strong bottom-line expansion, adidas will generate substantial cumulative free cash flow until 2025. The majority of this – between € 8 billion and € 9 billion – will be distributed to shareholders through regular dividend pay-outs in a range of between 30% and 50% of net income from continuing operations, complemented with share buybacks.  

“‘Own the Game’ is a growth and investment strategy resulting in significant value creation,” said Harm Ohlmeyer, CFO of adidas. “Dividends as well as share buybacks are key components of this. Against this background and given our positive outlook for 2022, we plan to continue our regular share buyback activities early next year. This will be complemented by returning the majority of the cash proceeds from the Reebok divestiture to our shareholders after closing of the transaction, which is expected to occur during the first quarter of 2022.”

As announced in October 2021, adidas intends to cancel the majority of the shares repurchased as part of its buyback activities. As a result, a total of 8,316,186 treasury shares have been cancelled, reducing the company’s share count and stock capital from 200,416,186 to 192,100,000.

• ADNOC and Borealis confirm final investment agreement to build Borouge 4 in Ruwais, United Arab Emirates (UAE), which will produce 1.4 million tons of polyethylene per annum
• Expansion project includes construction of a 1.5 million tonnes ethane cracker, two state-of-the-art Borstar® polyethylene plants and a cross-linked polyethylene plant
• Borouge 4 will meet growing customer demand across the Middle East, Africa and Asia with differentiated polyolefin solutions in energy, infrastructure, and advanced packaging
• New facility will benefit from industry-leading technologies to significantly improve energy efficiency and lower emissions, with carbon capture study underway
• Upon expansion, Borouge will be the world's largest single-site polyolefin complex and will supply feedstock to TA'ZIZ Industrial Chemicals Zone Body

ADNOC and Borealis AG signed an USD 6.2 billion investment agreement to build the fourth Borouge facility – Borouge 4 – at the polyolefin manufacturing complex in Ruwais, United Arab Emirates (UAE).

The world-scale expansion confirms both partners’ commitment to the growth of Borouge and to support chemical production, and advanced manufacturing and industry in Ruwais, a key pillar of Abu Dhabi and the UAE’s technology, innovation and industrial development strategy. Borouge produces crucial industrial raw materials, which are exported to customers globally and used by local companies, boosting local industrial supply chains and enhancing In-Country Value.

Borouge 4 will capitalize on the projected growth in customer demand for polyolefins, driven by their use in manufactured products in the Middle East, Africa and Asia. The facility will also enable the next phase of growth at the Ruwais Industrial Complex by supplying feedstock to the TA’ZIZ Industrial Chemicals Zone.

Borouge 4 will have an industry-leading focus on sustainability leveraging the capabilities of both shareholders. The facility will utilize Borealis’ proprietary Borstar technology, to produce a product portfolio focused on durable applications for energy, infrastructure, advanced packaging, and agriculture sectors. This unique technology, in combination with hexene co-monomer, will enable the production of advanced packaging grades with up to 50% recycled polyethylene content.

Subject to an in-depth study, a Carbon Capture unit that would reduce CO2 emissions by 80% could also be operational in time for Borouge 4’s start-up. The facility is also designed to capitalize on ADNOC’s recent initiatives on clean energy, decarbonizing its power supply through access to Abu Dhabi’s clean power sources. These initiatives are aligned with the UAE Net Zero by 2050 Strategic Initiative.

The first Borouge facility, producing 450,000 tons of polyethylene per annum was commissioned in 2001. Borouge 2 and Borouge 3 took capacity to 2 million tons and 4.5 million tons of polyethylene and polypropylene per annum in 2010 and 2014 respectively.  Borouge 4 will boost the company’s annual polyolefin production to 6.4 million tons, making Borouge one of the world’s largest single-site polyolefin facilities.

The new Borouge 4 facility will comprise:

• An ethane cracker, with 1.5 million tons ethylene output per annum, which will be the fourth cracker in Borouge’s integrated petrochemical complex in Ruwais
• Two additional Borstar® polyethylene (PE) plants, each with 700 thousand tons per annum capacity, using state-of-the-art Borealis Borstar third generation (3G) technology
• A cross-linked PE (XLPE) plant of 100 thousand tons per annum capacity.
• A hexene-1 unit, which will produce co-monomers for certain grades of polyethylene.

Through its new strategy ‘Own the Game’ adidas expects to generate substantial cumulative free cash flow until 2025. The company plans to share the majority of it – between € 8 and € 9 billion – with its shareholders through dividend pay-outs as well as through share buybacks. In this context, adidas had launched a share buyback program in July which was completed successfully at the end of September. Between July 1 and September 30, 2021, the company bought back 1,851,522 shares for a total amount of € 550 million.

Against this background, the Executive Board, with approval of the Supervisory Board, has decided to launch an additional share buyback program. Starting on October 18, 2021, the company plans to buy back shares worth € 450 million until the end of the year. Taking into consideration the share buyback completed at the end of September, adidas will buy back shares in a total amount of € 1 billion in 2021. Including the dividend payment of € 585 million in May, the company will return nearly € 1.6 billion to its shareholders this year.

“The decision to launch an additional share buyback program reflects our strong financial profile as well as the successful start of the execution of our strategy ‘Own the Game’,” said Harm Ohlmeyer, CFO of adidas. “Regular share buybacks and dividends in the amount of between € 8 and € 9 billion are a key component of ‘Own the Game’. They will be complemented by returning the majority of the cash proceeds from the Reebok divestiture to our shareholders after closing of the transaction.”  

adidas intends to cancel most of the repurchased shares, which would reduce the number of shares and the share capital accordingly.

Lectra finalizes June 1^st, the acquisition of all outstanding shares of Gerber Technology, on a cash-free debt-free basis, for 175 million euros – financed through a 140 million euro loan and the Group's available cash – plus 5 million newly issued Lectra shares to AIPCF VI LG, Gerber Technology’s sole shareholder.

This strategic combination, of which all stages have now been successfully completed, has led to the creation of a leading global Industry 4.0 player for the fashion, automotive and furniture markets.

“The union of our respective innovative expertise, our state-of-the-art offers and our talented resources will enable us to bring long-term value to our customers. We will now be in an even better position to support our customers throughout the world in accelerating the digital transformation of their operations,” says Daniel Harari, Chairman and CEO of Lectra.

This acquisition, which was announced on February 8, was approved by Lectra’s Board of Directors on March 25 and by Lectra’s shareholders June, 1.

Based on Article 27 of Regulation 3 on measures to combat the Corona Virus (COVID-19), the Board of Directors of Rieter Holding Ltd. decided that shareholders can exercise their voting rights exclusively by authorizing the independent proxy. Shareholders therefore could not attend the Annual General Meeting in person. The AGM was held on the premises of Rieter Holding Ltd. at the company’s headquarters in Winterthur.

At the Annual General Meeting of Rieter Holding Ltd. on April 15, 2021, the independent proxy represented a total of 2 084 shareholders who hold 63.6% of the share capital.

The shareholders approved the proposal of the Board of Directors not to distribute a dividend in view of the negative business result. In addition, they approved the proposed maximum total amounts of the remuneration of the members of the Board of Directors and of the Group Executive Committee for fiscal year 2022.

The Chairman of the Board, Bernhard Jucker, and the members of the Board of Directors This E. Schneider, Hans-Peter Schwald, Peter Spuhler, Roger Baillod, Carl Illi and Luc Tack were confirmed for an additional one-year term of office. Stefaan Haspeslagh was newly elected to the Board of Directors for a one-year term of office.

Furthermore, This E. Schneider, Hans-Peter Schwald and Bernhard Jucker, the members of the Remuneration Committee who were standing for election, were also each re-elected for a one-year term of office.

Shareholders also adopted all other motions proposed by the Board of Directors, namely the approval of the annual report, the financial statements and the consolidated financial statements for 2020, and formal approval of the actions of the members of the Board of Directors and those of the Group Executive Committee in the year under review.

Outlook Updated
As already communicated at the Results Press Conference on March 9, 2021, Rieter expects the market recovery to continue in 2021. The company expects an order intake exceeding CHF 500 million in the first half of 2021. For the first half of 2021, Rieter still anticipates that sales will be below break-even point. For the full year 2021, Rieter expects an operating profit.

• Waiver of dividend
• Expansion of Board of Directors

The shareholders of Autoneum Holding Ltd approved all proposals of the Board of Directors at today’s Annual General Meeting and agreed to forgo dividend payments. Liane Hirner and Oliver Streuli were newly elected to the Board of Directors. Based on Art. 27 of the Covid-19 Ordinance 3, the Board of Directors of Autoneum Holding Ltd decided to hold the 2021 Annual General Meeting without physical attendance by the shareholders. For this reason, the Company had asked them in advance to exercise their rights exclusively via the Independent Proxy. He represented 63.5% of a total of 4 672 363 shares.

The shareholders approved the Annual Report, the Annual Financial Statements and the Consolidated Financial Statements 2020. In view of the net loss in the 2020 financial year, the Board of Directors proposed forgoing dividend payments, which was approved by a large majority of the shareholders. Hans-Peter Schwald, Chairman of the Board of Directors, said: “2020 was extremely challenging for the entire automobile industry and also for Autoneum. The pandemic-related drop in revenue has impacted profitability. Despite the net loss, Autoneum reached important financial improvements in 2020. We expect to return to profitability in 2021 and our aim to distribute at least 30% of the net profit attributable to Autoneum shareholders as dividends remains unchanged. The Board of Directors, the Group Executive Board and the Company as a whole are committed fully to ensuring that Autoneum continues to make significant operational and financial improvements.”

Chairman Hans-Peter Schwald and the other members of the Board of Directors, Rainer Schmückle, Norbert Indlekofer, Michael Pieper, This E. Schneider and Ferdinand Stutz were confirmed in office. Newly elected to the Board of Directors were Liane Hirner and Oliver Streuli.

With Liane Hirner and Oliver Streuli and the resignation of Peter Spuhler, who did not stand for reelection in order to be able to focus on managing Stadler Rail, the Board of Directors of Autoneum Holding Ltd has expanded from seven to eight members. Hans-Peter Schwald explained: “The expertise of Liane Hirner and Oliver Streuli in the areas of finance and corporate management is of great value to Autoneum. As the Board of Directors, we look forward to this enhancement to the Board and to working with both of them.”

Peter Spuhler has been an important driving force since the Company became independent, he played a major role in shaping Autoneum thanks to his entrepreneurial expertise and showed great commitment to the Company. The Board of Directors thanks him sincerely and wishes him continued success.

This E. Schneider, Hans-Peter Schwald and Ferdinand Stutz were re-elected to the Compensation Committee. Oliver Streuli was elected as a new member of this committee. In addition, the shareholders of Autoneum Holding Ltd granted discharge to all members of the Board of Directors and the Group Executive Board with a large majority.

The consultative vote on the 2020 remuneration report was approved by 83.4%. Due to the severe impact of the coronavirus pandemic on the Group’s business development, the members of the Board of Directors renounced half of their compensation for the 2020 financial year and, in order to  align their remuneration with shareholder interests, decided to receive it entirely in Autoneum shares. In addition, a waiver of salary amounting to 10% of the basic salary for a period of three months was agreed upon with the senior management as part of a reduction of personnel costs.

The proposals for the remuneration of the Board of Directors and the Group Executive Board for the 2022 financial year as well as the other proposals were also approved by a large majority.

Lectra announces its plan to acquire the entire capital and voting rights of US-based Gerber Technology. A key Industry 4.0 player in the fashion, automotive and furniture industries, Lectra designs smart industrial solutions – software, equipment, data and services – that help brands, manufacturers and retailers develop, produce and market their products.

The acquisition, if and when consummated, would allow Lectra to complement its market position and continue to enhance its offerings based on Industry 4.0 technology that will enable its customers to boost the productivity and profitability of their operations. After the French work council of Lectra is consulted and the binding documentation is signed, completion of the acquisition shall remain subject to merger control clearance and other customary conditions and shall be submitted to Lectra shareholders for approval.

The proposed combination would occur at an opportune time for both companies and their customers. The current uncertain economic climate and unprecedented challenges that fashion, automotive and furniture companies are facing due to the COVID-19 pandemic make it more important than ever for them to transform, digitalize and optimize their operations.

For over 50 years, Gerber Technology has used its proprietary technologies and deep domain expertise to provide integrated software and automated hardware solutions to companies around the world, including over 100 Fortune 500 companies in 134 countries.

The strategic combination of Gerber Technology and Lectra will create a premier advanced technology partner, able to quickly meet changing customer needs and deliver even more value through seamlessly integrated solutions. Together, the two companies will have a large installed base of product development software and automated cutting solutions in operation, with a worldwide presence and a long list of prestigious customers.

Consolidating the two companies’ research and development capabilities will enable the combined company to accelerate development of Industry 4.0 technologies and help its expanded customer base seize the full potential of these innovations.
Integrating the technology of the two companies will endow them with the resources to anticipate and address rapidly changing market conditions.

Key transaction terms

Under the proposed acquisition, Lectra would acquire all outstanding shares of Gerber Technology on a cash-free debt-free basis for an upfront payment of 175 million euros – through a combination of cash and debt – plus 5 million newly issued Lectra shares to AIPCF VI LG Funding, LP (“AIPCF VI LG”), an affiliate of American Industrial Partners that is Gerber Technology’s sole shareholder. This would represent a total amount of about 300 million euros based on Lectra’s closing share price on February 5, 2021. No contingent consideration is contemplated.

Gerber Technology’s revenues was 165 million euros in 2020.

Thanks to the strong value creation deriving from significant synergies, Lectra expects the transaction to be accretive for shareholders from 2022.

Upon closing, Daniel Harari would own c. 14.6% of the Lectra shares and AIPCF VI LG would own c. 13.3%.

Lectra’s Board of Directors would welcome a director representing AIPCF VI LG.

Daniel Harari would continue to be the Chairman and Chief Executive Officer of Lectra. Gerber Technology Chief Executive Officer, Mohit Uberoi, would assume special advisor to Daniel Harari role until end-2021.

Lectra’s shareholders would be invited to vote on the issuance of the 5 million new Lectra shares reserved to AIPCF VI LG at a dedicated Extraordinary Shareholders’ Meeting which is currently expected to be held on April 30, 2021. A report containing additional information will be made available to the shareholders prior to the Extraordinary Shareholders’ Meeting.

Lazard is acting as exclusive financial advisor to Lectra, and Latham & Watkins as legal counsel to Lectra.

Goldman Sachs is acting as exclusive financial advisor to AIPCF VI LG, and Ropes & Gray LLP, Baker Botts LLP and Gide Loyrette Nouel A.A.R.P.I. as legal counsel to AIPCF VI LG.

2020 results, update on the 2020-2022 strategic roadmap and guidance for the coming years will be disclosed on February 10, 2021.

Lectra management will discuss the transaction, provide forward-looking guidance for the combined company upon closing of the transaction and answer questions from the financial community during the February 11, 2021 webcast Analyst Conference meeting in French starting at 8:30 am (CET - Paris).