LONDON AEG Power Solutions B.V. is to be bought by Germany1 Acquisition Ltd. for cash and shares which puts a value of 532 million euros (about $760 milllion) on the business.
Germany1 (Guernsey, Channel Islands) was set up in 2008 as a 'blank check' company formed under the laws of Guernsey as a limited liability company for the purpose of effecting a business combination with one or more operating businesses with principle operations in Germany, Austria or Switzerland at valuations between €1.0 billion (about $1.4 billion) and €3.0 billion (about $4.2 billion).
Germany1 raised €250,000,000 (about $357 milliion) in its initial public offering on July 21, 2008. Each unit was comprised of one Share and one warrant to purchase one ordinary share.
The deal for the purchase of AEG is made up of €200 million (about $280 million) in cash and 19,208,955 registered convertible shares in Germany1. This will be adjusted to account for closing date net cash and working capital and is also subject to an earn-out in cash and convertible shares of Germany1 valued at up to €50 million (about $70 million) based on the achievement of certain performance targets with respect to fiscal years 2009, 2010, and 2011.
AEG PS (Belecke, Germany) is over 60 years old and has 1,600 employees across 16 countries. It provides precision, mission critical, highly engineered power electronics solutions for industrial, renewable and infrastructure applications. The company says it is the world leading supplier of power controllers to manufacturers of polysilicon, a major component of the solar energy industry.
In 2008, AEG PS generated revenues of €343 million and EBIT of €56 million. Its staff include more than 160 service and installation engineers to provide customer support and service. It holds more than 70 active patents in powerconversion. In addition to standard and customized uninterruptible power supplies (UPS), the AEG PS range ofindustrial products and services includes DC systems for industrial applications, UPS for IT, industrial chargers, and premium power controllers for high-tech industry applications, railway solutions and solar inverters.The company’s Harmer & Simmons telecom division provides customized and standard converters as well as modular DC systems for telecom.
The AEG PS management team will continue in their respective roles post transaction. The company ways that post acquisition, AEG PS will be well capitalized to support its future internal and external growth. The current owners, fundsmanaged by Ripplewood Holdings, along with management and certain other investors, will remain significant shareholders with, in the aggregate, a 33 percent fully diluted equity stake post closing.
AEG PS employee representatives have been consulted and Germany1 will submit the acquisition for final shareholder approval at its annual general meeting to be held on August 12, 2009. Germany1 has already entered into irrevocable undertakings or other similar arrangements with some of its shareholders who, in the aggregate, hold in excess of 70.1 percent of our public shares, who have agreed to vote their public shares in favour of the acquisition and related resolutions and/or not request redemption of their public shares.
On completion, the Germany1/AEG PS Board of Directors will consist of executive members Bruce Brock and Robert Huljak and non executive members Prof. Roland Berger as chairman, Prof. Mark Wössner, Timothy Collins, Leonhard Fischer and KeithCorbin.
“AEG PS is well positioned for growth in the renewable energy and industrial markets and we look forward to supporting the business as it continues in its development,”said Florian Lahnstein, CEO of Germany1. Upon completion of the purchase, the Germany1 team intends to return to the public markets to raise additional European SPAC’s.
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