Meyer Burger Technology Ltd (SIX Swiss Exchange: MBTN) and 3S Industries Ltd (BX Berne Exchange: SSS) are to merge and to become the first global technology group in the solar industry that will cover the most important technologies of the photovoltaic value chain, from solar silicon to entire solar systems. The combined Group will offer fully integrated manufacturing solutions for the solar industry, comprising machines and automation systems, critical consumer goods, process expertise and local services from a single source. The combination of these core competences is unique in the industry and will enable to significantly reduce costs along the entire production chain, with the aim of achieving faster grid parity for solar power. The two companies are the perfect fit in terms of their technology portfolios and geographical presence, and have a global distribution and service network that is unique in the industry. The merger will create a fully integrated systems provider with 2008 pro forma revenue of approximately CHF 557 million and a workforce comprising more than 900 employees. Under the terms of the merger, for every 11.2 registered shares in 3S Industries, 3S shareholders will receive one registered share in Meyer Burger Technology Ltd. The merger proposal will be presented to shareholders in both companies for approval at their Extraordinary General Meetings. These meetings are due to take place on 14 January 2010. The transaction is expected to be completed around 21 January 2010.
Complementary technologies along the entire value chain
The merger of the two Swiss companies Meyer Burger Technology Ltd and 3S Industries Ltd will create a new global industrial group with a unique technology and product portfolio. The new combined Group will cover all the important technologies of the value chain in the solar industry. Meyer Burger is at the forefront of the development of complex, state-of-the-art machines and systems for processing crystalline and other high-grade materials such as silicon, which is used in photovoltaics for producing solar power. The group has built process expertise over many years and combines renowned, leading global technology companies and strategic collaborations that have the necessary key skills and technologies to produce high-quality solar wafers and cells. This year Meyer Burger Technology Ltd acquired the US company Diamond Wire Technology Inc., the leading provider of diamond wire, which represents a recurring and rapidly growing revenue generator.
3S is a leading global provider of production systems for the manufacturing of solar modules. With its three companies, Somont, 3S Swiss Solar Systems and Pasan, the group covers the entire value chain of solar module production and combines the key competences of soldering, laminating and testing and offers full lines in various automation levels. 3S stands for technical progress as well as experience and skill in the development of high-quality production equipment for crystalline and thin-film technologies. The group offers solar module producers turnkey manufacturing solutions. 3S Swiss Solar Systems Ltd also develops, produces and distributes building-integrated solar energy systems for façades, roofs and shading.
Safeguarding and expanding the existing expertise and market know-how in the individual technology and production centres will remain a key priority in the joint development of the new combined Group.
“The combined technology portfolio of Meyer Burger and 3S covers the main core competences along the value chain in the production of solar energy systems and will position us as a provider of fully integrated systems solutions. We will play a crucial role in further reducing the costs of solar power and thus help achieving the industry goal of grid parity faster", says Peter Pauli, CEO of Meyer Burger Technology Ltd.
“The strategic fit of the two companies is impressive. The merger of Meyer Burger and 3S will enable us to implement our vision of creating the leading group in the dynamic solar supplying industry and generate excellent opportunities to take advantage of the promising and expected further growth of the solar market”, adds Dr. Patrick Hofer-Noser, CEO of 3S Industries Ltd.
On a pro forma basis, the two companies together achieved revenue of CHF 557 million and EBITDA of CHF 99 million in fiscal year 2008. In the first half of 2009, despite the difficult global economic environment, pro forma revenue was CHF 277 million and EBITDA was CHF 34 million.
Strong global distribution network
The way the two companies complement each other is also apparent in the regional distribution centres. The merging of the distribution networks and anticipated cross-selling benefits will increase sales volumes, accelerate global expansion and further strengthen the new Group's presence in its key markets in Europe, Asia and the US. With its technology portfolio and strong geographical presence, the new Group will command a powerful global distribution and service network that is unique in the industry.
The company expects cost-related synergies especially in the area of material costs by bundling purchasing volumes and optimising use of combined production capacities. Taking into account the synergy potential of up to CHF 20 million p.a., higher cash earnings per share are expected for shareholders already in 2011.
Rapid implementation of the merger
After inspection of each other’s business records, the Boards of Meyer Burger and 3S Industries agreed on an exchange ratio of 11.2 registered shares in 3S Industries for one registered share in Meyer Burger Technology. According to the Boards of both companies, the exchange ratio reflects the fair value. It is also deemed to be fair and appropriate from a financial perspective in an independent fairness opinion from Ernst & Young Ltd. Credit Suisse AG is financial advisor to Meyer Burger Technology Ltd, while Capital Concepts International Ltd advises 3S Industries. KPMG acted as appointed special auditor for the merger.
The shareholders of both companies have to accept the merger proposal with a two-thirds majority of votes cast in each case. The Extraordinary General Meetings of Meyer Burger Technology Ltd and 3S Industries Ltd are scheduled to take place on 14 January 2010. No objections from the antitrust authorities are expected.
Under the condition that the merger is approved, the Extraordinary General Meeting of Meyer Burger Technology Ltd will also be asked to approve a share split at a ratio of 1:10 and an increase in the share capital of maximum CHF 653,138 to a maximum of CHF 2,247,733. The newly registered shares in Meyer Burger Technology Ltd created as a result of the increase in the share capital will only be used for exchange of the existing shares in 3S Industries Ltd. The exchange of shares will take place after the Extraordinary General Meetings of the two companies and the completion of the merger. The first day of trading of the newly issued shares in Meyer Burger Technology Ltd is expected to be 18 January 2010 (Closing Date of Transaction 21 January 2010).
If the agenda items proposed by the Board of Directors are all approved, a proposal for a change in the Board of Directors of the company will also be put forward to the shareholders of Meyer Burger Technology Ltd. In case of acceptance, the Board of Directors of Meyer Burger would comprise six non-executive members (three representatives from Meyer Burger and three from 3S Industries). From the previous members of the Board of Meyer Burger, these are the existing members Peter M. Wagner, Dr. Alexander Vogel and Heinz Roth. From the current Board of 3S Industries’ side, Rudolf Samuel Güdel, Prof. Dr. Konrad Wegener and Rolf Wägli will be proposed for election to the Board of Directors of Meyer Burger Technology Ltd. Peter Pauli and Prof. Dr. Eicke Weber have agreed to step down as members of the Board of Directors of Meyer Burger Technology Ltd, on the condition that the merger and corresponding change in capital proposed by the Board of Directors are accepted.
The new Group Executive Board will comprise Peter Pauli: Chief Executive Officer, Dr. Patrick Hofer-Noser: Chief Technology Officer and Deputy CEO, Michel Hirschi: Chief Financial Officer, Sylvère Leu: Chief Operating Officer.
Further information
In addition to the announcement, a press and analysts’ conference will take place today at 10:00 a.m. at the ConventionPoint of SIX Swiss Exchange, Selnaustrasse 30, 8001 Zurich. International analysts and investors can participate in a conference call in English at 12:00 noon.
Contact Meyer Burger Technology Ltd
Werner Buchholz
Head of Corporate Communications
Tel +41 (0) 33 439 05 06
w.buchholz@meyerburger.ch
Contact 3S Industries Ltd
Dr. Anja Knaus
Head of Corporate Communications
Tel +41 (0) 32 391 11 36
anja.knaus@3-s.ch
About Meyer Burger Technology Ltd
www.meyerburger.ch
Meyer Burger is a leading and globally active technology group for innovative systems and processes for cutting and handling crystalline and other hiogh-grade materials.
The machines, competences and technologies of the different companies within the group are used in the solar industry (photovoltaics), semiconductor and optical industry. The thinnest wafers made from silicon, sapphire or other crystals are required in these three markets to manufacture solar modules, switching circuits or high-performance LEDs. The group’s core competences are made up of a whole range of production processes, machines and systems that are used within the value chain in the manufacture of high quality wafers. The comprehensive range of products is complemented by a worldwide service network with wear and tear parts, consumables, re-grooving services, process know-how, servicing, after-sales service, training and other services. As a globally active company, the group is represented in Europe, Asia and North America in the respective key markets.
Meyer Burger has its headquarters and the production facility of Meyer Burger Ltd in Switzerland, while the group companies, Meyer Burger Automation GmbH, Hennecke Systems GmbH and AMB Apparate + Maschinenbau GmbH have their headquarters and produciton facilities in Germany. Diamond Wire Technologies Inc. has its headquarter in Colorado Springs, CO, USA. The group has also subsidiaries and own service centres in Germany, Norway, China and Japan, which all are represented by its own staff on-site. In Taiwan and the USA Meyer Burger works with independent sales and service partners that are part of Meyer Burger’s global service network. In other important markets, the company relies on selected independent agents. Meyer Burger achieved net sales of CHF 455 million in fiscal year 2008 and employed more than 630 staff worldwide as of mid-2009.
The registered shares of Meyer Burger Technology Ltd are listed on the SIX Swiss Exchange (Ticker: MBTN).
About 3S Industries Ltd
www.3-s.com
The solar group 3S, comprising its holding company 3S Industries and its subsidiaries Somont, 3S Swiss Solar Systems and Pasan, is the world market leader in manufacturing equipment for the production of solar modules. The group covers the entire value chain for solar module production and combines the key technologies of soldering, laminating and testing under one roof. Production equipment from the solar group guarantees stable, reliable processes, high throughput levels and optimum product quality with low wastage and the highest possible availability.
Manufacturers worldwide make use of the String soldering machines from Somont, the laminating lines from 3S Swiss Solar Systems and the testing technology from Pasan, to produce solar modules whose performance, operating life, quality and energy yield meet the most exacting demands. The range encompasses individual machines as well as turnkey production lines with varying degrees of automation. 3S Swiss Solar Systems also develops and produces progressive building-integrated solar systems for roofs, façades and sun protection solutions, and applies its comprehensive know-how in this regard to photovoltaics and production technology.
The headquarters of 3S Industries and the production facilities of 3S Swiss Solar Systems are located in Switzerland. The headquarters and production facilities of Pasan are likewise in Switzerland, while Somont is located in Germany. The solar group also has subsidiaries in the US, Asia and Spain. 3S Industries recorded net sales of CHF 102 million in fiscal year 2008 and employed 323 people worldwide as at mid-2009.
The registered shares of 3S Industries Ltd are listed on the BX Berne Exchange (Ticker: SSS).
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This media release contains statements that constitute “forward-looking statements” relating to Meyer Burger Technology Ltd and 3S Industries Ltd which are subject to risks and uncertainties. Future events can differ from these forward-looking statements. The forward-looking statements contain projections of possible developments. All of these statements are based only on data available to Meyer Burger and 3S Industries at the time of publication of this media release. Both companies do not undertake any obligation to update any forward-looking statements as a result of new information, future events or otherwise.
THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED TO U.S. PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR, EXCHAANGE OR PURCHASE ANY SECURITIES. IN ADDITION, THE SECURITIES OF MEYER BURGER TECHNOLOGY LTD AND 3S INDUSTRIES LTD HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.
THE INFORMATION CONTAINED IN THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES TO THE PUBLIC IN THE UNITED KINGDOM WITHIN THE MEANING OF THE PUBLIC OFFERS OF SECURITIES REGULATIONS 1995. NO PROSPECTUS OFFERING SECURITIES TO THE PUBLIC WILL BE PUBLISHED IN THE UNITED KINGDOM. PERSONS RECEIVING THIS PRESS RELEASE IN THE UNITED KINGDOM SHOULD NOT RELY ON IT OR ACT ON IT IN ANY WAY.
IN ADDITION, THIS PRESS RELEASE IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN OR INTO AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION, AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS.
Complementary technologies along the entire value chain
The merger of the two Swiss companies Meyer Burger Technology Ltd and 3S Industries Ltd will create a new global industrial group with a unique technology and product portfolio. The new combined Group will cover all the important technologies of the value chain in the solar industry. Meyer Burger is at the forefront of the development of complex, state-of-the-art machines and systems for processing crystalline and other high-grade materials such as silicon, which is used in photovoltaics for producing solar power. The group has built process expertise over many years and combines renowned, leading global technology companies and strategic collaborations that have the necessary key skills and technologies to produce high-quality solar wafers and cells. This year Meyer Burger Technology Ltd acquired the US company Diamond Wire Technology Inc., the leading provider of diamond wire, which represents a recurring and rapidly growing revenue generator.
3S is a leading global provider of production systems for the manufacturing of solar modules. With its three companies, Somont, 3S Swiss Solar Systems and Pasan, the group covers the entire value chain of solar module production and combines the key competences of soldering, laminating and testing and offers full lines in various automation levels. 3S stands for technical progress as well as experience and skill in the development of high-quality production equipment for crystalline and thin-film technologies. The group offers solar module producers turnkey manufacturing solutions. 3S Swiss Solar Systems Ltd also develops, produces and distributes building-integrated solar energy systems for façades, roofs and shading.
Safeguarding and expanding the existing expertise and market know-how in the individual technology and production centres will remain a key priority in the joint development of the new combined Group.
“The combined technology portfolio of Meyer Burger and 3S covers the main core competences along the value chain in the production of solar energy systems and will position us as a provider of fully integrated systems solutions. We will play a crucial role in further reducing the costs of solar power and thus help achieving the industry goal of grid parity faster", says Peter Pauli, CEO of Meyer Burger Technology Ltd.
“The strategic fit of the two companies is impressive. The merger of Meyer Burger and 3S will enable us to implement our vision of creating the leading group in the dynamic solar supplying industry and generate excellent opportunities to take advantage of the promising and expected further growth of the solar market”, adds Dr. Patrick Hofer-Noser, CEO of 3S Industries Ltd.
On a pro forma basis, the two companies together achieved revenue of CHF 557 million and EBITDA of CHF 99 million in fiscal year 2008. In the first half of 2009, despite the difficult global economic environment, pro forma revenue was CHF 277 million and EBITDA was CHF 34 million.
Strong global distribution network
The way the two companies complement each other is also apparent in the regional distribution centres. The merging of the distribution networks and anticipated cross-selling benefits will increase sales volumes, accelerate global expansion and further strengthen the new Group's presence in its key markets in Europe, Asia and the US. With its technology portfolio and strong geographical presence, the new Group will command a powerful global distribution and service network that is unique in the industry.
The company expects cost-related synergies especially in the area of material costs by bundling purchasing volumes and optimising use of combined production capacities. Taking into account the synergy potential of up to CHF 20 million p.a., higher cash earnings per share are expected for shareholders already in 2011.
Rapid implementation of the merger
After inspection of each other’s business records, the Boards of Meyer Burger and 3S Industries agreed on an exchange ratio of 11.2 registered shares in 3S Industries for one registered share in Meyer Burger Technology. According to the Boards of both companies, the exchange ratio reflects the fair value. It is also deemed to be fair and appropriate from a financial perspective in an independent fairness opinion from Ernst & Young Ltd. Credit Suisse AG is financial advisor to Meyer Burger Technology Ltd, while Capital Concepts International Ltd advises 3S Industries. KPMG acted as appointed special auditor for the merger.
The shareholders of both companies have to accept the merger proposal with a two-thirds majority of votes cast in each case. The Extraordinary General Meetings of Meyer Burger Technology Ltd and 3S Industries Ltd are scheduled to take place on 14 January 2010. No objections from the antitrust authorities are expected.
Under the condition that the merger is approved, the Extraordinary General Meeting of Meyer Burger Technology Ltd will also be asked to approve a share split at a ratio of 1:10 and an increase in the share capital of maximum CHF 653,138 to a maximum of CHF 2,247,733. The newly registered shares in Meyer Burger Technology Ltd created as a result of the increase in the share capital will only be used for exchange of the existing shares in 3S Industries Ltd. The exchange of shares will take place after the Extraordinary General Meetings of the two companies and the completion of the merger. The first day of trading of the newly issued shares in Meyer Burger Technology Ltd is expected to be 18 January 2010 (Closing Date of Transaction 21 January 2010).
If the agenda items proposed by the Board of Directors are all approved, a proposal for a change in the Board of Directors of the company will also be put forward to the shareholders of Meyer Burger Technology Ltd. In case of acceptance, the Board of Directors of Meyer Burger would comprise six non-executive members (three representatives from Meyer Burger and three from 3S Industries). From the previous members of the Board of Meyer Burger, these are the existing members Peter M. Wagner, Dr. Alexander Vogel and Heinz Roth. From the current Board of 3S Industries’ side, Rudolf Samuel Güdel, Prof. Dr. Konrad Wegener and Rolf Wägli will be proposed for election to the Board of Directors of Meyer Burger Technology Ltd. Peter Pauli and Prof. Dr. Eicke Weber have agreed to step down as members of the Board of Directors of Meyer Burger Technology Ltd, on the condition that the merger and corresponding change in capital proposed by the Board of Directors are accepted.
The new Group Executive Board will comprise Peter Pauli: Chief Executive Officer, Dr. Patrick Hofer-Noser: Chief Technology Officer and Deputy CEO, Michel Hirschi: Chief Financial Officer, Sylvère Leu: Chief Operating Officer.
Further information
In addition to the announcement, a press and analysts’ conference will take place today at 10:00 a.m. at the ConventionPoint of SIX Swiss Exchange, Selnaustrasse 30, 8001 Zurich. International analysts and investors can participate in a conference call in English at 12:00 noon.
Contact Meyer Burger Technology Ltd
Werner Buchholz
Head of Corporate Communications
Tel +41 (0) 33 439 05 06
w.buchholz@meyerburger.ch
Contact 3S Industries Ltd
Dr. Anja Knaus
Head of Corporate Communications
Tel +41 (0) 32 391 11 36
anja.knaus@3-s.ch
About Meyer Burger Technology Ltd
www.meyerburger.ch
Meyer Burger is a leading and globally active technology group for innovative systems and processes for cutting and handling crystalline and other hiogh-grade materials.
The machines, competences and technologies of the different companies within the group are used in the solar industry (photovoltaics), semiconductor and optical industry. The thinnest wafers made from silicon, sapphire or other crystals are required in these three markets to manufacture solar modules, switching circuits or high-performance LEDs. The group’s core competences are made up of a whole range of production processes, machines and systems that are used within the value chain in the manufacture of high quality wafers. The comprehensive range of products is complemented by a worldwide service network with wear and tear parts, consumables, re-grooving services, process know-how, servicing, after-sales service, training and other services. As a globally active company, the group is represented in Europe, Asia and North America in the respective key markets.
Meyer Burger has its headquarters and the production facility of Meyer Burger Ltd in Switzerland, while the group companies, Meyer Burger Automation GmbH, Hennecke Systems GmbH and AMB Apparate + Maschinenbau GmbH have their headquarters and produciton facilities in Germany. Diamond Wire Technologies Inc. has its headquarter in Colorado Springs, CO, USA. The group has also subsidiaries and own service centres in Germany, Norway, China and Japan, which all are represented by its own staff on-site. In Taiwan and the USA Meyer Burger works with independent sales and service partners that are part of Meyer Burger’s global service network. In other important markets, the company relies on selected independent agents. Meyer Burger achieved net sales of CHF 455 million in fiscal year 2008 and employed more than 630 staff worldwide as of mid-2009.
The registered shares of Meyer Burger Technology Ltd are listed on the SIX Swiss Exchange (Ticker: MBTN).
About 3S Industries Ltd
www.3-s.com
The solar group 3S, comprising its holding company 3S Industries and its subsidiaries Somont, 3S Swiss Solar Systems and Pasan, is the world market leader in manufacturing equipment for the production of solar modules. The group covers the entire value chain for solar module production and combines the key technologies of soldering, laminating and testing under one roof. Production equipment from the solar group guarantees stable, reliable processes, high throughput levels and optimum product quality with low wastage and the highest possible availability.
Manufacturers worldwide make use of the String soldering machines from Somont, the laminating lines from 3S Swiss Solar Systems and the testing technology from Pasan, to produce solar modules whose performance, operating life, quality and energy yield meet the most exacting demands. The range encompasses individual machines as well as turnkey production lines with varying degrees of automation. 3S Swiss Solar Systems also develops and produces progressive building-integrated solar systems for roofs, façades and sun protection solutions, and applies its comprehensive know-how in this regard to photovoltaics and production technology.
The headquarters of 3S Industries and the production facilities of 3S Swiss Solar Systems are located in Switzerland. The headquarters and production facilities of Pasan are likewise in Switzerland, while Somont is located in Germany. The solar group also has subsidiaries in the US, Asia and Spain. 3S Industries recorded net sales of CHF 102 million in fiscal year 2008 and employed 323 people worldwide as at mid-2009.
The registered shares of 3S Industries Ltd are listed on the BX Berne Exchange (Ticker: SSS).
**************************
This media release contains statements that constitute “forward-looking statements” relating to Meyer Burger Technology Ltd and 3S Industries Ltd which are subject to risks and uncertainties. Future events can differ from these forward-looking statements. The forward-looking statements contain projections of possible developments. All of these statements are based only on data available to Meyer Burger and 3S Industries at the time of publication of this media release. Both companies do not undertake any obligation to update any forward-looking statements as a result of new information, future events or otherwise.
THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED TO U.S. PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR, EXCHAANGE OR PURCHASE ANY SECURITIES. IN ADDITION, THE SECURITIES OF MEYER BURGER TECHNOLOGY LTD AND 3S INDUSTRIES LTD HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.
THE INFORMATION CONTAINED IN THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES TO THE PUBLIC IN THE UNITED KINGDOM WITHIN THE MEANING OF THE PUBLIC OFFERS OF SECURITIES REGULATIONS 1995. NO PROSPECTUS OFFERING SECURITIES TO THE PUBLIC WILL BE PUBLISHED IN THE UNITED KINGDOM. PERSONS RECEIVING THIS PRESS RELEASE IN THE UNITED KINGDOM SHOULD NOT RELY ON IT OR ACT ON IT IN ANY WAY.
IN ADDITION, THIS PRESS RELEASE IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN OR INTO AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION, AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS.
