Commission File No. 1-08346
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For
the month of September 2008
TDK CORPORATION
(Translation of registrant’s name into English)
13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8272, Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover
Form 20-F or Form 40-F.
Form 20-F
þ
Form 40-F
o
Indicate by check mark whether the registrant by furnishing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes
o
No
þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b): 82-
Press Release
TDK secures a further 10 percent of the shares of EPCOS
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Irrevocable undertaking with a major shareholder
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44 percent of the shares of EPCOS already secured in total
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TDK waives all offer conditions
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September 22, 2008
Tokyo and Düsseldorf — TDK Corporation (“TDK”) (TSE:6762, NYSE and LSE:TDK) and its wholly-owned
subsidiary TDK Germany GmbH have reached an agreement with a major EPCOS shareholder securing a
further approximately 10 percent of the shares of EPCOS. The shareholder has signed an irrevocable
undertaking to accept the public tender offer which TDK has launched on August 25, 2008. As of
today, TDK has thus secured 44 percent of the shares of EPCOS through direct or attributable
holdings, through the irrevocable undertaking and through shares already tendered into the offer.
In view of the high number of shares that TDK has already secured and antitrust approval obtained
in the EU, the U.S. and Taiwan, TDK has decided to waive all remaining offer conditions. In
particular, the offer will not be subject to a minimum acceptance threshold any more. As a result,
the success of the offer is now guaranteed. A corresponding amendment to the offer document will be
published today.
“We are very comfortable with the amount of EPCOS shares we have secured until today and we believe
that this shareholding will enable TDK and EPCOS to create a leading global electronic components
company. We therefore see no further reason to uphold the minimum acceptance threshold for the
offer. Shareholders of EPCOS who have not yet tendered are now guaranteed that the offer will
succeed and that they can realize full and immediate value for their EPCOS shares via the all-cash
offer”, said Takehiro Kamigama, President and COO of TDK.
TDK had published the offer document for the voluntary public takeover offer on August 25, 2008 and
offers all shareholders of EPCOS EUR 17.85 in cash per share. This represents a 49 percent premium
over the three-month average share price as determined by BaFin prior to the date of the
announcement (EUR 11.94). The management board and supervisory board of EPCOS have expressed their
full support for TDK’s offer and recommend accepting the offer as it meets the interests of EPCOS,
its customers, shareholders and employees. Under the terms of the takeover offer EPCOS shareholders
can continue to tender their shares to TDK until October 7, 2008.
The offer document is available for download on the following website:
www.tdk-germany-gmbh.com
About TDK
TDK (TSE:6762, NYSE and LSE:TDK) is a leading global electronics company based in Japan. It was
established in 1935 to commercialize “ferrite”, a key material in electronics and magnetic
products. TDK’s current product line includes ferrite materials, electronic components, wireless
computer networking products, magnetic heads for HDD, and advanced digital recording media.
TDK is listed on the Tokyo Stock Exchange, the New York Stock Exchange and the London Stock
Exchange.
About EPCOS
EPCOS (EPCGn.DE) is a leading manufacturer of electronic components, modules and systems
headquartered in Munich, Germany. With its broad portfolio EPCOS offers a comprehensive range of
products from a single source and focuses on fast-growing and technologically demanding markets, in
particular in the areas of information and communication technology, as well as automotive,
industrial and consumer electronics. The EPCOS Group has design and manufacturing locations and
sales offices in Europe, Asia, and in North and South America.
Electronic components are found in every electrical and electronic product and are indispensable
for their flawless operation. Products from EPCOS store electrical energy, filter frequencies, and
protect against overvoltage and overcurrent.
In fiscal 2007 (October 1, 2006, to September 30, 2007), EPCOS posted sales of EUR 1.44 billion. At
the end of the fiscal year, the company employed about 18,300 people worldwide.
EPCOS is listed in Germany — on the Frankfurt Stock Exchange and the other regional exchanges —
and over the counter (OTC) in the US.
Contacts for the media at TDK
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Europe, Americas
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Japan, other Asian countries
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Lutz GOLSCH
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Kazutoshi KOGURE
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A&B Financial Dynamics GmbH
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TDK Corporation
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Tel +49 69 92037-110
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Tel +81 3 5201-7102
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Fax +49 69 92037-199
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Fax +81 3 5201-7114
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E-mail:
l.golsch@abfd.de
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E-mail:
pr@mb1.tdk.co.jp
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Disclaimer
This announcement contains certain “forward-looking statements” that are based on the current
expectations of TDK and are subject to uncertainty and changes in circumstances. There are a
number of factors that could cause actual results and developments to differ materially from
those expressed or implied by such forward-looking statements including, but not limited to,
the anticipated benefits of the potential transaction not being realized, shifts in
technology, and changes in economic environments. TDK undertakes no obligation to publicly
update or revise any forward-looking statements after the issue of this announcement except as
required by law.
To the extent the Offer referred to in this announcement is being made into the United States,
it will be made directly by TDK Germany GmbH. References in this announcement or in the Offer
document to the Offer being made by Nomura and/or Rothschild on behalf of TDK Germany GmbH
should be construed accordingly.
To the extent permitted by applicable law, TDK may directly or indirectly acquire, or make
arrangements to acquire, EPCOS shares on the public stock exchange or in privately-negotiated
transactions.