TRONICS : Proposed public tender offer followed by a mandatory squeeze-out for the shares of Tronic's Microsystems, initiated by TDK, the majority shareholder of the Company

September 09, 2025 at 10:05 AM EDT

Crolles, France - September 9, 2025– TDK Electronics AG, a wholly-owned subsidiary of TDK Corporation (“TDK,” TSE: 6762), informed the management board of Tronic's Microsystems on July 9 of its decision to file a public tender offer followed by a mandatory squeeze-out for the shares of Tronic's Microsystems SA at a price of €5.56 per share (the “Draft Offer”). TDK Electronics AG, the majority shareholder of Tronic's, holds 87.34% of Tronic's share capital. The concert formed between TDK Electronics AG and Thales AVS France SAS holds 97.44% of Tronic's share capital.

The Draft Offer is part of an initiative to simplify the shareholding of Tronic's, through the acquisition of the outstanding capital not currently held by TDK Electronics AG and Thales AVS France SAS (2.56% of Tronic's), with TDK Electronics AG as the sole offeror. The Draft Offer is in line with Tronic's strategy, which no longer requires the listing of the company on Euronext Growth® in Paris, taking into account the very low liquidity of the stock. The Draft Offer also aims to reduce the costs associated with the listing. As a reminder, TDK Electronics AG has financed Tronic's in recent years and plans to recapitalize Tronic's up to a maximum of 7,000,000 euros by March 31, 2026, as Tronic's equity has been less than half of its share capital since 2023.

Therefore, TDK Electronics AG is offering Tronic's shareholders who tender their shares to the offer the opportunity to obtain immediate liquidity for their entire stake.

As Tronic's is unable to establish an ad hoc committee as referred to in III of Article 261-1, III of the AMF General Regulation, Tronic's submitted on July 10, 2025 to the French stock market authority (Autorité des marchés financiers) the appointment of BM&A, represented by Pierre Béal, as independent expert. The Autorité des marchés financiers informed Tronic's on July 23 that it did not oppose this appointment.

The offer period will last 10 trading days and is expected to take place before the end of the second half of 2025. Prior to the opening of the offer, the AMF will publish a timetable notice, and Euronext Paris will publish a notice announcing the terms and opening of the offer.

As the conditions for a mandatory squeeze-out have already been met, the offer will be followed by a mandatory squeeze-out procedure for Tronic's shares on Euronext Growth^®. As part of the mandatory squeeze-out, the Tronic's shares that have not been tendered to the Offer will be transferred to TDK in exchange for a cash compensation equal to the offer price, i.e., €5.56 per share.

This offer will not be subject to any financing condition, as TDK has the necessary funds to fully finance the cash offer.

The draft TDK tender offer document was filed today with the AMF and is available in the investors section of TDK's website, www.tdk.com.

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Additional information regarding the transaction

The draft information memorandum prepared by TDK Electronics AG and filed today with the AMF is available in the Investors section of TDK's website. The public will be informed of the filing of the public tender offer documents, which will subsequently be published by TDK Electronics AG and Tronic's. In accordance with French law, the documentation related to the public buyout offer aimed at Tronic's will include the tender offer document prepared by TDK, incorporating the terms and conditions of the offer, as well as the draft response memorandum prepared by Tronic's, including the independent expert's report and the reasoned opinion of the supervisory board, and will be subject to review by the AMF.

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About Tronics Microsystems

Tronics Microsystems, a company of the TDK group, is a leader in MEMS (Micro-Electro-MechanicalSystem) inertial sensor solutions. The company offers cutting-edge technologies for motion control, positioning, navigation, and condition monitoring of critical systems. Its comprehensive range includes accelerometers, gyroscopes, vibration sensors and modules, as well as a foundry service, thereby contributing to the digital transformation of the transportation, energy, and industrial sectors.

Founded in 1997, Tronics employs around a hundred people at its site in Crolles, near Grenoble, France, where its EN 9100-certified MEMS wafer manufacturing plant is located, along with its assembly, calibration, and testing facilities. Tronics has been majority-owned by TDK Electronics AG since January 2017.

* ISIN Code: FR0004175099 ALTRO

About TDK Corporation

TDK Corporation is a global leader in electronic solutions for a smart society, based in Tokyo, Japan. Built on expertise in materials science, TDK embraces societal transformations by remaining steadfastly at the forefront of technological evolution. The company was established in 1935 to commercialize ferrite, a key material in electronic and magnetic products. TDK's comprehensive, innovation-driven portfolio includes passive components such as ceramic, aluminum electrolytic, and film capacitors, as well as magnetic, high-frequency, piezoelectric, and protection devices. The product range also encompasses sensors and sensor systems, such as temperature and pressure sensors, magnetic sensors, and MEMS sensors. Additionally, TDK offers power supplies and energy devices, magnetic heads, software, and more. These products are marketed under the brands TDK, EPCOS,InvenSense, Micronas, Tronics and TDK-Lambda. TDK focuses on demanding markets in the fields of information and communication technology, automotive, industrial, consumer electronics, and information technology. The company operates a network of design and manufacturing sites as well as sales offices across Asia, Europe, North America, and South America. In fiscal year 2025, TDK achieved total sales of $14.4 billion and employed approximately 105,000 people worldwide.

TRONICS CONTACT
Quentin Vincent
Chief Financial Officer
Phone: 00 33 4 76 97 94 30
info.tronics@tdk.com
For more information: www.tronicsgroup-bourse.com/en/

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TRONICS : Proposed public tender offer followed by a mandatory squeeze-out for the shares of Tronic's Microsystems, initiated by TDK, the majority shareholder of the Company

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