DGAP-News: HELIKOS SE PROPOSES TO ACQUIRE FAST GROWING TECHNOLOGY COMPANY EXCEET GROUP AG
(firmenpresse) - DGAP-News: Helikos S.E. / Key word(s): Acquisition/Mergers&Acquisitions
HELIKOS SE PROPOSES TO ACQUIRE FAST GROWING TECHNOLOGY COMPANY EXCEET
GROUP AG
07.06.2011 / 07:35
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PRESS RELEASE
HELIKOS SE PROPOSES TO ACQUIRE FAST GROWING TECHNOLOGY COMPANY EXCEET GROUP
AG
- Acquisition for EUR110.5 million in cash, 3.1 million new Helikos
public shares and 9 million newly created convertible earn-out shares.
- Helikos CEO Roland Lienau: 'With Exceet, we have found a hidden
champion in the fast-growing market for embedded intelligent
electronics, with blue chip companies as its main clients.'
- Exceet CEO Ulrich Reutner: 'The combination with Helikos will not only
increase our visibility, but will provide us with additional capital to
accelerate our growth and also allow us to strengthen our market
position.'
- Helikos shareholders are invited to vote on business combination
proposal on July 1st, 2011.
- A joint press conference will be held today at 10:00 am at the Japan
Center in Frankfurt.
Luxembourg, June 7, 2011. Helikos SE, a special purpose acquisition company
listed on the regulated market (Prime Standard) of the Frankfurt Stock
Exchange, announced today that it has entered into a share purchase
agreement with the management of Swiss technology group Exceet Group AG and
its majority shareholder, Ventizz Capital Fund III Holding Company LLC, for
the acquisition of all outstanding shares of Exceet Group AG. The
acquisition is subject to several conditions, in particular the approval by
the holders of Helikos Class A shares (public shares) and Class A warrants
(public warrants) of the proposed transaction.
The consideration to be paid for the acquisition of Exceet Group AG will
consist of EUR110.5 million in cash, 3,069,736 newly issued Helikos public
shares and 9 million newly issued Helikos earn-out shares, which shall be
convertible into public shares in three equal tranches, based on the share
price of Helikos public shares reaching thresholds of EUR12, EUR13 and
EUR15, respectively.
'With Exceet, we have found a hidden champion in the fast-growing market
for embedded intelligent electronics. As a European market leader with
strong German roots and presence, Exceet is a trusted partner of blue chip
companies. The company generates more than half of its sales in the medical
technology sector', said Helikos CEO, Roland Lienau. 'Exceet is driven by
dynamic end markets. Over the past three years, the company's management
has proven its ability to grow revenues by over 50 percent per year on a
converted-to-euro basis, drive market consolidation, and at the same time
expand profitability. As a strong player in highly specialised markets with
competition mainly from small independent companies, Exceet is in an
excellent position to gain further market share through customised as well
as innovative solutions.'
Exceet Group AG is specialised in customised solutions for safety-critical
applications. The company designs, develops and produces essential
components and solutions for blue chip customers in the fields of medical
and healthcare, industrial automation, financial services, security,
avionics and transportation. Its product portfolio ranges from complex
electronic modules and systems that are generally integrated in costly
devices to smart cards and smart devices, which are produced in relatively
small and medium quantities. Exceet's sound M&A track record makes the
company a 'tech cluster', which is able to serve its clients with the
entire value chain from design, application and process development to
after sales and lifecycle management services. In 2010, on a
converted-to-euro basis Exceet generated sales of EUR119.7 million, an over
50 percent increase (of which 20 percentage-points are organic) compared to
the previous year, and more than doubled earnings (EBITDA) from EUR7.0
million in 2009 to EUR17.7 million in 2010.
'Following the systematic build up of our company over the past few years,
Exceet is ready for the capital markets', said Ulrich Reutner, CEO of
Exceet Group AG. 'The combination with Helikos will not only increase our
visibility, but will also allow us to strengthen our market position and
provide us with additional capital. Through the combination of Helikos and
Exceet, shareholders have the unique opportunity to participate in a growth
segment that is currently not available to the stock market.'
Hermann Simon, co-founder of Helikos and creator of the Hidden Champions
concept, said: 'Exceet is a true hidden champion. Ambitious goals, focus,
innovation, being close to its customers, a highly motivated workforce, and
strong leadership are the outstanding strategic traits of Exceet - the
distinctive marks of a Hidden Champion.'
Subject to the execution of the business combination proposal, Exceet will
receive additional capital of up to EUR59.9 million. Assuming no
redemptions of Helikos shares, the current majority owner of Exceet,
private equity investor Ventizz, will retain a stake of 10.6 percent in the
listed company's public shares. 1.6 percent of the public shares will be
held by members of management of Exceet Group AG. Helikos founders will
hold 8.4 percent of the public shares and the remaining 79.4 percent will
be free float . Going forward, this shareholder structure will be affected,
inter alia, by the conversion of earn-out shares and founding shares into
public shares, once the share price thresholds have been reached.
'We started to invest in Exceet in 2006. Since then, the company has
evolved into a leader in several market segments while continuing to post a
solid financial performance, even during the downturn', said Willi
Mannheims, Managing Partner at Ventizz Capital Partners. 'Exceet is an
attractive growth story. We have strong confidence in its further growth
potential and will retain a substantial stake in the company. The
combination of Exceet and Helikos gives us the opportunity to provide the
company with additional capital and broaden the shareholder base.'
Helikos SE's Board of Directors has unanimously approved the share purchase
agreement and will submit the transaction for consideration to shareholders
and public warrantholders at an extraordinary general meeting on Friday,
July 1st, 2011 in Luxembourg. At the extraordinary general shareholder
meeting, the shareholders will be asked to vote on the proposed acquisition
of Exceet Group AG and other matters required to implement the share
purchase agreement. At the special warrantholder meeting, the public
warrantholders will be asked to vote on a proposal to amend the terms and
conditions of the public warrants.
'Wendel has studied the project extensively and evaluates it extremely
promising with regard to the quality of the company, a European leader in
its markets, its exceptional historical growth, the dynamism of its end
markets and its mid- and long-term development prospects. Therefore, in all
aspects, choosing Exceet satisfies the approach developed by Wendel of
investing in leading companies driven by ambitious and experienced
managements', commented Frédéric Lemoine, Chairman of Wendel's Executive
Board.
You are cordially invited to a joint press conference by Helikos and
Exceet, which will be held today, June 7, 2011, 10:00 am at the Japan
Center, Taunustor 2, 60311 Frankfurt.
Contacts:
For Helikos SE:
Stefanie Schusser
s.schusser(at)helikosgroup.com
Tel: +49 (0) 170 223 4560
+49 (0) 172 899 6264
For Exceet Group AG
Fabian Rau, Vice President Marketing
f.rau(at)exceet.ch
Tel: +49 (0) 172 899 6264
About Helikos SE
Helikos is a special purpose acquisition company established for the sole
purpose of acquiring a business. Its intention is to identify a 'Hidden
Champion' with solid fundamentals and partner with existing shareholders
and management team to help develop and execute further growth of that
company.
In February 2010, Helikos raised EUR200 million from German and
international institutional investors and listed on the Prime Standard of
the Frankfurt Stock Exchange. Helikos was founded by Wendel SA, Paris, a
family-controlled, European listed investment company with more than 300
years of history and a 30-year track record of successful industrial
investments, Prof. Dr. Dr. h.c. Hermann Simon, founder and Chairman of
Simon-Kucher&Partners Strategy and Marketing Consultants, a leading
global consulting firm established in 1985 in Bonn, Germany and Roland
Lienau Managing Director of Wendel, member of Wendel's Investment Committee
and previously co-head of German Equity Capital Markets for Deutsche Bank.
Further information on Helikos SE is available at www.helikosgroup.com.
About Exceet Group AG
Exceet Group AG is one of the leading providers of embedded electronics and
security solutions in Europe with production facilities in Switzerland,
Austria, the Czech Republic, Germany and the Netherlands. In 2010, on a
converted-to-euro basis Exceet Group AG generated sales of EUR119.7 million
(EUR79.1 in 2009) and earnings (EBITDA) of EUR17.7 million in 2010 (EUR7.0
million in 2009).
Exceet operates in three business segments: Electronic Components Modules
and Systems, which manufactures complex electronic products with a strong
focus on miniaturization in the medical and healthcare, industrial
automation, security and avionics industries, ID Management&Systems,
which offers a broad range of secure smart card and reader-based solutions,
and finally, Embedded Security Solutions, which combines the know-how of
both previous segments to develop highly customised embedded security
solutions, which often integrate software and hardware.
Further information on Exceet Group AG is available at www.exceet.ch.
Disclaimer:
These materials are not an offer of securities in the United States or any
other jurisdiction. Securities may not be sold in the United States absent
registration or an exemption from registration. Helikos SE and Exceet Group
AG do not intend to register any offering of securities in the Unites
States or to make any public offering in any jurisdiction.
End of Corporate News
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Language: English
Company: Helikos S.E.
115, Avenue Gaston Diderich
1420 Luxemburg
Großherzogtum Luxemburg
Phone: +352 2600 3181
Fax: +352 2600 3133
E-mail: info(at)helikosgroup.com
Internet: www.helikosgroup.com
ISIN: LU0472835155, LU0472839819
WKN: A0YF5P, A1BFHT
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in München
End of News DGAP News-Service
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127668 07.06.2011
Datum: 07.06.2011 - 07:35 Uhr
Sprache: Deutsch
News-ID 34321
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