DGAP-News: Helikos S.E.: KEY MILESTONES FOR PROPOSED ACQUISITION OF EXCEET ACHIEVED
(firmenpresse) - DGAP-News: Helikos S.E. / Key word(s): Mergers&Acquisitions/Mergers&Acquisitions
Helikos S.E.: KEY MILESTONES FOR PROPOSED ACQUISITION OF EXCEET
ACHIEVED
12.07.2011 / 20:11
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DISTRIBUTION INTO OR WITHIN THE UNITED STATES OF AMERICA.
KEY MILESTONES FOR PROPOSED ACQUISITION OF EXCEET ACHIEVED
- Several material conditions for the proposed acquisition of Exceet
satisfied
Luxembourg, July 12, 2011 - Today Helikos achieved a key milestone for the
acquisition of Exceet Group AG. Oranje Nassau Participaties BV ('ONP'),
which is a 100% subsidiary of Wendel SA, today exercised the founders'
purchase option with respect to Class A shares ('Public Shares') of Helikos
that had been tendered for redemption in connection with the proposed
acquisition of Exceet Group AG. The exercise by ONP of the founders'
purchase option ensures that the less than 35% maximum redemption condition
set forth in the articles of Helikos and the share purchase agreement
relating to the acquisition of Exceet (the 'SPA') is met. It also ensures
that the condition of a EUR 15 million minimum cash contribution to Exceet
Group AG contemplated in the SPA will be met. Furthermore, on July 11,
2011, Helikos obtained merger control clearance from the German Federal
Cartel Office for the proposed acquisition of Exceet. Several key
conditions under the SPA for the acquisition of Exceet have thus now been
satisfied.
'We are pleased to have achieved these important milestones for the
proposed acquisition of Exceet and look forward to the shareholder and
warrantholder meetings called for July 21 to approve the acquisition and
related matters. We believe that acquiring Exceet offers our shareholders a
very attractive opportunity. Exceet is a hidden champion that continues to
demonstrate a compelling growth story, as evidenced by its strong revenue
performance in the first half of 2011.' said Roland Lienau, CEO of Helikos.
As previously announced, the preliminary non-audited consolidated group
sales of Exceet Group AG in the first half-year of 2011 amounted to
approximately CHF 100 million (approximately EUR 79 million), representing
an increase of approximately 30% compared to group sales of CHF 76.5
million (EUR 63.1 million) in the first half of 2010.
In the event the acquisition of Exceet is consummated, Helikos will redeem
5,101,305 Public Shares (25.51% of the outstanding Public Shares). The
number of shares to be redeemed reflects the exercise by ONP of the
founders' purchase option for a total of 7,911,554 Public Shares. The
purchase of Public Shares under the founders' purchase option is
conditioned on the approval by the extraordinary general meeting of
shareholders and special meeting of Class A warrantholders of the matters
submitted for approval at such meetings.
ONP has entered into agreements with Ventizz Capital Fund III Holding
Company LLC ('Ventizz'), the other sellers under the SPA and certain
third-party investors, under which ONP will sell a portion of the Public
Shares ONP acquires under the founders' purchase option. If the maximum
number of 4,890,733 Public Shares that Ventizz, through a newly established
Luxembourg subsidiary, and the other sellers under the SPA (together, the
'Sellers') have agreed to purchase from ONP are sold to the Sellers,
immediately following the closing of the acquisition of Exceet and the
closing of the ONP sales to the Sellers and other third party investors,
the Sellers will hold a maximum of 39.7% of the outstanding Public Shares
and 49.5% of the outstanding voting shares of Helikos, and ONP and the
other founders of Helikos will hold a maximum of 29.5% of the outstanding
Public Shares and 32.5% of the outstanding voting shares of Helikos.
'Our commitment and management's commitment to retain a significant stake
in Exceet reflects our confidence in Exceet's growth story and aligns our
interests with those of investors. We are looking forward to further
participating in Exceet's growth potential.' commented Willi Mannheims,
Managing Partner at Ventizz Capital Partners.
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 EUR 119.7
million (EUR 79.1 million in 2009) and earnings (EBITDA) of EUR 17.7
million in 2010 (EUR 7.0 million in 2009). On June 7, 2011, Helikos SE
entered into a share purchase agreement with the management of 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 the approval by the extraordinary general meeting
of Helikos shareholders and the special meeting of Class A warrantholders,
both of which have been convened for July 21, 2011.
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.
Company Contact
Stefanie Schusser
s.schusser(at)helikosgroup.com
Tel: +49 (0) 170 223 4560
ISIN LU0472835155 (Public Shares) Regulated Market, Prime Standard,
Frankfurt/Main
ISIN LU0472839819 (Public Warrants) Regulated Market, General Standard,
Frankfurt/Main
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 Diderich1420 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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131819 12.07.2011
Datum: 12.07.2011 - 20:11 Uhr
Sprache: Deutsch
News-ID 34599
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