DGAP-Adhoc: 3W Power S.A. / AEG Power Solutions : Andrem Power S.C.A. informs 3W Power S.A. of decision to make a voluntary public takeover offer; transaction agreement for implementation of the offer concluded
21.02.2012
3W Power S.A. / AEG Power Solutions / Key word(s): Offer/Mergers & Acquisitions
22.02.2012 00:45
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Luxembourg/Zwanenburg, The Netherlands - February 21, 2012 - Today, 3W
Power S.A., the holding company of AEG Power Solutions, a global leading
provider of power electronic systems and solutions for industrial power
supplies and renewable energies, has been informed by Andrem Power S.C.A.
of its decision to make a voluntary public takeover offer for the shares of
3W Power S.A. for EUR 4.35 in cash per share. Andrem Power is a company
indirectly wholly owned by Nordic Capital Fund VII.
In addition, Andrem Power S.C.A. has entered into share purchase or tender
agreements with certain core shareholders totalling approximately 65% of 3W
Power's voting rights. Under certain circumstances, the above-mentioned
shareholders are entitled to terminate these share purchase or tender
agreements.
In connection with the public takeover offer, 3W Power S.A. and Andrem
Power S.C.A. have entered into a transaction agreement providing a
framework for the implementation of the public takeover offer.
According to the terms of the transaction agreement, the offer will be
conditional upon the acquisition by Andrem Power S.C.A. of not less than
95% of the outstanding shares of 3W Power S.A. (including all shares
subject to the share purchase or tender agreements), merger control
clearance, non-occurrence of a material adverse change to the company's
financial condition and other customary conditions. Further, 3W Power S.A.
has agreed to pay Andrem Power S.C.A. a cost coverage fee in the amount of
up to EUR 3 million under certain circumstances, including if the company's
board of directors changes its recommendation or if the 95% acceptance
condition is not met.
The company expects the offer document to be filed by Andrem Power S.C.A.
and the acceptance period to commence within the next few weeks and the
transaction to close during the second quarter of 2012.
The company's board of directors has unanimously determined that it deems
the offer to be in the interests of the company and it will, subject to
review of the offer and its duties under applicable law, recommend in its
statement on the offer under Sec. 27 of the German Takeover Act (WpÜG) and
Art. 10(5) of the Luxembourg Takeover Act, that the shareholders accept the
offer.
22.02.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: 3W Power S.A. / AEG Power Solutions
19, rue Eugène Ruppert
L-2453 Luxembourg
Grand Duchy of Luxembourg
Phone: +31 20 4077 863
Fax: +31 20 4077 875
E-mail: michael.julian@aegps.com
Internet: www.aegps.com
ISIN: GG00B39QCR01
WKN: A0Q5SX
Listed: Regulierter Markt in Frankfurt (Prime Standard)
End of Announcement DGAP News-Service
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3W Power S.A. / AEG Power Solutions / Key word(s): Offer/Mergers & Acquisitions
22.02.2012 00:45
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
=--------------------------------------------------------------------------
Luxembourg/Zwanenburg, The Netherlands - February 21, 2012 - Today, 3W
Power S.A., the holding company of AEG Power Solutions, a global leading
provider of power electronic systems and solutions for industrial power
supplies and renewable energies, has been informed by Andrem Power S.C.A.
of its decision to make a voluntary public takeover offer for the shares of
3W Power S.A. for EUR 4.35 in cash per share. Andrem Power is a company
indirectly wholly owned by Nordic Capital Fund VII.
In addition, Andrem Power S.C.A. has entered into share purchase or tender
agreements with certain core shareholders totalling approximately 65% of 3W
Power's voting rights. Under certain circumstances, the above-mentioned
shareholders are entitled to terminate these share purchase or tender
agreements.
In connection with the public takeover offer, 3W Power S.A. and Andrem
Power S.C.A. have entered into a transaction agreement providing a
framework for the implementation of the public takeover offer.
According to the terms of the transaction agreement, the offer will be
conditional upon the acquisition by Andrem Power S.C.A. of not less than
95% of the outstanding shares of 3W Power S.A. (including all shares
subject to the share purchase or tender agreements), merger control
clearance, non-occurrence of a material adverse change to the company's
financial condition and other customary conditions. Further, 3W Power S.A.
has agreed to pay Andrem Power S.C.A. a cost coverage fee in the amount of
up to EUR 3 million under certain circumstances, including if the company's
board of directors changes its recommendation or if the 95% acceptance
condition is not met.
The company expects the offer document to be filed by Andrem Power S.C.A.
and the acceptance period to commence within the next few weeks and the
transaction to close during the second quarter of 2012.
The company's board of directors has unanimously determined that it deems
the offer to be in the interests of the company and it will, subject to
review of the offer and its duties under applicable law, recommend in its
statement on the offer under Sec. 27 of the German Takeover Act (WpÜG) and
Art. 10(5) of the Luxembourg Takeover Act, that the shareholders accept the
offer.
22.02.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: 3W Power S.A. / AEG Power Solutions
19, rue Eugène Ruppert
L-2453 Luxembourg
Grand Duchy of Luxembourg
Phone: +31 20 4077 863
Fax: +31 20 4077 875
E-mail: michael.julian@aegps.com
Internet: www.aegps.com
ISIN: GG00B39QCR01
WKN: A0Q5SX
Listed: Regulierter Markt in Frankfurt (Prime Standard)
End of Announcement DGAP News-Service
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