PRESS RELEASE Non-Regulated Information April 23, 2026 19:00 CEST
In connection with our previous announcement with respect to the on-going negotiations regarding a cash merger (the "Proposed Merger") of PAYTON PLANAR MAGNETICS Ltd., listed on Euronext Brussels (the "Company"), and its Parent Company PAYTON INDUSTRIES Ltd., listed on the Tel Aviv Stock Exchange ("Parent"), we would like to advise, as follows:
The Proposed Merger, if approved, involves the formation by Parent of a new Israeli company that will merge with the Company, with shareholders of the Company, other than Parent, receiving consideration per each share of the Company (the "PPS") of EUR
7.38. After the Proposed Merger is consummated, the Company will become a private wholly owned subsidiary of Parent.
Due to the special relationship between the Company and Parent, the Company's Board of Directors formed a special Independent Committee consisting of independent directors to examine the Proposed Merger and negotiate its terms (including the PPS) with the Parent Company. The Independent Committee retained separate independent legal counsel and financial experts to obtain legal and financial advice and assist it in the process.
The Israeli Companies Law that governs the Proposed Merger requires the Proposed Merger to be approved by a special tripartite approval process, including (i) approval by the Company's audit committee; (ii) approval by the Company's Board of Directors, and
(iii) approval by a majority of the Company's shares held by shareholders, other than Parent, who shall vote in the shareholders' meeting that shall be convened for such purpose. Shareholders will have the opportunity to vote by proxy.
If and when a binding agreement with respect to the Proposed Merger is reached (after approval of the Company's audit committee and Board of Directors), the Company will call for a shareholders' meeting for the approval of the Proposed Merger. Upon convening this shareholders' meeting, additional information will be put at the disposal of the shareholders, allowing them to form an opinion on the transaction and express their vote. Such additional information will relate to the process, the rationale for the deal and the PPS.
For more information, please visit Payton's website at https://www.paytongroup.com
or contact Michal Lichtenstein, CFO at +972-3-9611164 Michal@paytongroup.com or Nick Orbaen, Dir. at Citigate Dewe Rogerson Belgium + 32 (0) 468 10 06 23
nick.orbaen@citigatedewerogerson.com
Payton Planar Magnetics Ltd., an Israeli-based high-tech company, designs, manufactures and markets Planetics®, its customized line of planar transformers, conventional transformers and inductors to Original Equipment Manufacturers and their suppliers of power electronics. The group currently employs 205 people (including executive officers). Planar Magnetic Components are used in end products in various industries, including Telecommunications, cellular infrastructure, welding machines, High-reliability/Avionics, portable equipment and consumer goods. Planar Magnetics is a revolutionary design technology that is superior to conventional transformers and inductors, and has already been accepted by electronics design engineers as the state-of-the-art in high frequency power electronics design. Payton Planar Magnetics is a subsidiary of Payton Industries, headquartered in Israel, and has manufacturing and marketing operations in Israel, United States and in the U.K. Payton Planar Magnetics is publicly traded on the Euronext stock exchange in Brussels (ticker: PAY).