Advent, via its indirect subsidiary ZI Zenith S.à r.l., announces public tender offer for u-blox 17.08.2025, 21:26 Uhr von EQS News Jetzt kommentieren: 0

• ZI Zenith S.à r.l. (“ZI Zenith”), a European indirect subsidiary of funds managed and/or advised by Advent International, L.P. (“Advent”), a leading global private equity investor, today published the pre-announcement of a public tender offer to acquire all publicly held shares of u-blox Holding AG (“u-blox”) for CHF 135.00 per share in cash.
• The offer represents a 53% premium to the undisturbed volume-weighted average share price of the last 6 months until August 14, 2025, and a 32% premium to the undisturbed volume-weighted average share price of the last 60 trading days of u-blox shares until August 14, 2025.
• The offer values u-blox’s equity, on a fully diluted basis, at approximately CHF 1,050 million.
• u-blox's Board of Directors unanimously recommends that shareholders accept the offer, supported by an independent fairness opinion.
• u-blox’s largest individual shareholder, SEO Master Fund LP, owning a stake of approximately 9%, is undertaking to irrevocably tender all of its shares as part of this offer.

Thalwil, Switzerland – August 17, 2025 – u-blox Holding AG (“u-blox”) (SIX: UBXN), a global provider of leading positioning and short-range communication technologies and services, today announced that it has entered into a binding transaction agreement with ZI Zenith. Under this agreement, ZI Zenith will launch a public tender offer to acquire all publicly held registered shares of u-blox at a price of CHF 135.00 per share in cash.

The offer represents a 53% premium to the undisturbed volume-weighted average share price of the last 6 months until August 14, 2025, and a 32% premium to the undisturbed volume-weighted average share price of the last 60 trading days of u-blox shares until August 14, 2025, before the media first reported on a potential transaction.

"u-blox is a recognized leader in high-performance positioning and short-range communication technology solutions. We are excited about the opportunity to partner with the u-blox management team and co-founders, and support this innovative technology champion through its next chapter of growth," said Ronald Ayles, Managing Partner at Advent. "We are deeply committed to invest in the long-term success of u-blox, using our extensive experience and resources in automotive and industrial end-markets to accelerate innovation and expand its global reach. Advent has a long and successful track record of partnering with founders and management teams to deliver sustainable value creation.”

André Müller, Chairman of u-blox, and Stephan Zizala, CEO of u-blox, jointly stated: “We believe this transaction represents a highly attractive opportunity for our shareholders, customers and employees because it enables u-blox to pursue its long-term strategic objectives with greater flexibility, backed by a strong and experienced financial partner. Advent shares our vision for the company’s future, and we are excited about its intention to support and accelerate our growth and innovation pipeline.”

u-blox’s Board of Directors has unanimously concluded that the transaction is in the best interests of the company, its shareholders and other stakeholders. It therefore recommends that shareholders accept the offer and has committed, along with the Management team, to tender all their shares. The Board’s recommendation is supported by an independent fairness opinion stating that the offer price is fair from a financial point of view. In addition, u-blox’s largest individual shareholder, SEO Master Fund LP, holding approximately 9% of the outstanding shares, has committed to tender all of its shares.

The tender offer is subject to terms and conditions as well as regulatory approvals customary for this type of transaction and is expected to be settled within the next 6 months. The intention is to then delist u-blox shares from the SIX Swiss Exchange. The pre-announcement of the offer, which has been published today, is available at www.takeover.ch and www.zenith-offer.com and includes the material terms and conditions of the public tender offer.

Morgan Stanley & Co. International plc acted as exclusive financial advisor and Walder Wyss as legal counsel to u-blox, and IFBC provided the fairness opinion. UBS is acting as financial advisor and public offer manager to Advent, Bär & Karrer is acting as its legal advisor.

This press release is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of u-blox. Complete terms and conditions of the offer will be set forth in the offer prospectus (the “Offer Prospectus”) which is expected to be published on or around 27 August 2025 and which will be available free of charge at www.zenith-offer.com. Holders of shares in u-blox are urged to carefully read the Offer Prospectus because it contains important information about the offer. This announcement is not for publication, release or distribution in or into or from any jurisdiction where it would otherwise be prohibited. Please also refer to “Legal Disclaimers” below.

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 industry expertise across our five core sectors: industrials, technology, business & financial services, consumer, and healthcare. 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, establishing its office there in 1991. We are considered as one of the region's leading investors, and our current portfolio in the DACH region generates total annual revenues of around €18 billion and employs approximately 79,000 employees.

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. Main terms and conditions of the tender offer have been published in today's pre-announcement of the tender offer, and full details including terms and conditions will be published in the tender 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.

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.