Oerlikon launches IPO of GrazianoFairfield AG and sets price range from CHF 48 to CHF 62 Donnerstag, 28. Juni 2018 - 06:45

About GrazianoFairfield AG

The Drive Systems Segment of the Oerlikon Group will operate as GrazianoFairfield AG following the IPO. Based on nearly 100 years of experience, GrazianoFairfield is a global leader in providing high-performance gears, market-leading shifting solutions, power transfer units (PTUs), differentials and planetary drives, as well as innovative solutions for hybrids and e-drives. In 2017, GrazianoFairfield generated CHF 730 million in revenues, CHF 78 million in EBITDA (EBITDA margin: 10.6 %), and employed over 5 100 employees worldwide. Leveraging the secular trends of increasing demand for smarter mobility, improved energy efficiency and higher product standards, the company has established a strong base of customers in the agriculture, automotive, transportation, construction and energy (oil & gas/mining) industries.

About Oerlikon

Oerlikon (SIX: OERL) engineers materials, equipment and surfaces and provides expert services to enable customers to have high-performance products and systems with extended lifespans. Drawing on its key technological competencies and strong financial foundation, the Group is sustaining mid-term growth by executing three strategic drivers: addressing attractive growth markets, securing structural growth, and expanding through targeted mergers and acquisitions. A leading global technology and engineering Group, Oerlikon operates its business in three Segments – Surface Solutions, Manmade Fibers and Drive Systems – and has a global footprint of around 15 000 employees at 186 locations in 37 countries. In 2017, Oerlikon generated CHF 2.8 billion in sales and invested CHF 107 million in R&D.

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Disclaimer

These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan or any other jurisdiction where distribution is unlawful. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan. The shares in GrazianoFairfield AG mentioned herein (the "Shares") have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act”).

The Shares may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of the Shares in the United States nor will any portion of the Shares be registered in the United States.

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for securities. This document is not a prospectus within the meaning of Article 652a of the Swiss Code of Obligations or a listing prospectus as defined in the listing rules of the SIX Swiss Exchange AG. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption or qualification under the securities laws of such jurisdiction. A decision to invest in securities of GrazianoFairfield AG should be based exclusively on the issue and listing prospectus published by GrazianoFairfield AG for such purpose. The prospectus is available free of charge from UBS AG, Prospectus Library, P.O. Box, 8098 Zurich (telephone: +41 (0)44 239 47 03, facsimile: +41 (0)44 239 69 14 or email: swiss-prospectus@ubs.com).

In the United Kingdom, this communication is only being distributed to and is only directed at (i) persons who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This document does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union, as amended (the "Prospectus Directive") of the securities referred to herein in any member state of the European Economic Area (the "EEA"). Any offers of the securities referred to in this document to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities. In any EEA Member State that has implemented the Prospectus Directive, this document is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

This document may contain statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of GrazianoFairfield AG and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. The information, opinions and forward-looking statements contained in this document only speak as at its date and are subject to change without notice. Except as required by law, Oerlikon and GrazianoFairfield AG assume no responsibility to update forward-looking statements or to adapt them to future events or developments.

In connection with the offer or sale of the securities referred to herein, the UBS AG may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilization action or over-allotment will be conducted by the UBS AG in accordance with all applicable laws and rules. Save as required by law or regulation, the UBS AG does not intend to disclose the extent of any stabilization action. No representation is made as to whether the UBS AG will engage in any stabilization activity or that this activity, if commenced, will not be discontinued without notice.

For the avoidance of doubt, UBS AG does not make any representation or warranty that it intends to accept or be bound to any of the information contained herein nor shall the UBS AG be obliged to enter into any further discussions or negotiations pursuant thereto, but shall be entitled in their absolute discretion to act in any way that they see fit in connection with the potential transaction. Any discussions, negotiations or other communications that may be entered into, whether in connection with this document or otherwise, shall be conducted subject to a contract. No representation or warranty expressly or implicitly, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by UBS AG or any of its respective officers, employees or agents as to or in relation to the accuracy or completeness of this document, publicly available information on GrazianoFairfield AG or any other written or oral information made available to any interested party or its advisors and any liability therefore, whether in contract, tort or otherwise, is hereby expressly disclaimed.

The UBS AG is acting on behalf of GrazianoFairfield AG and no one else in connection with the securities referred to herein. UBS AG will not be responsible to any other person for providing the protections afforded to clients of the UBS AG or for providing advice in relation to the securities referred to herein.