- ABB announces all-cash public tender offer of CHF 56 per Newave share, representing a total equity value of approximately CHF 170 million, to be unconditionally recommended by Newave's Committee of independent members of the Board of Directors
- Offer price represents a premium of 36.0% to the volume-weighted average share price of the last 60 trading days and a premium of 22.4% to the closing price on December 9, 2011
- The three major shareholders of Newave, representing in total 45% of the voting rights and share capital, have signed separate agreements to sell their shares under the same financial conditions as offered in the public tender offer
- ABB plans to develop Newave to become a center of excellence for UPS systems
Zurich and Quartino, Dec. 12, 2011 - ABB (ABBN.VX), the leading power and automation technology group, and Newave Energy Holding SA (NWEN.S), a Switzerland based leader in uninterruptible power supply (UPS), have agreed that ABB will acquire Newave in an all-cash transaction valued at approximately CHF 170 million1. The deal will strengthen ABB's position in the power control and quality market and provide Newave with significant growth opportunities outside its traditional markets in Europe.
1 Fully diluted equity value
Under the terms of the transaction agreement, ABB today announced a voluntary all-cash public tender offer of CHF 56 per Newave share to purchase all of Newave's publicly held shares. The offer prospectus will be published on or around Dec. 15. The offer represents a premium of 36.0 percent to the volume-weighted average share price of the last 60 trading days and a 22.4 percent premium to Newave's closing stock price on Dec. 9. The Committee of independent members of the Board of Directors of Newave will unconditionally recommend that Newave shareholders tender their shares in the offer.
Under separate share purchase agreements, ABB acquires not conditional upon the public tender offer being successful a 45 percent stake in Newave held by the three major shareholders - being the two founders Vllaznim Xhiha, current Chairman of the Board of Directors, and Filippo Marbach, current Member of the Board of Directors and Chief Operating Officer, as well as Rittal International Stiftung & Co. KG. The major shareholders will receive the same consideration per Newave share as offered by ABB to public shareholders in the public tender offer.
Newave, headquartered in Quartino, Switzerland, generated a net income of CHF 8.1 Million on sales of CHF 80.6 Million in 2010. The company was founded in 1993 and went public in 2007. Newave has established a strong market position in Europe as an innovative and successful manufacturer of UPS systems with a focus on the development and production of power protection technology, as well as on technical consultancy, maintenance and service packages. ABB plans to integrate Newave in its Discrete Automation and Motion division and develop Quartino to become a main location for ABB's UPS systems. ABB will provide a fast, global exposure for Newave's UPS systems and will ensure that Newave can increase the high innovation rate of its current product range.
"The combination of two strong, complementary companies will create significant value-driven growth based on innovation, high quality and technology leadership,'' said Ulrich Spiesshofer, head of ABB's Discrete Automation and Motion division. "The acquisition is fully in line with ABB's strategy for power control and quality and with the goal of the division to build on its existing strength in power electronics. Newave provides us a best-in-class player in the fast-growing UPS market, while our global sales channels will significantly expand Newave's geographic reach."
"Combining our business with ABB will give Newave important strategic and operational advantages. As Chairman of the Board of Directors of Newave, I am convinced that ABB is the ideal partner for the continuous successful development of our company," said Newave's Vllaznim Xhiha. "Besides the immediate financial added value of the offer for the shareholders, we also expect considerable additional development potential for Newave's business partners and its employees."
The global UPS market offers interesting growth opportunities, mainly in the areas of datacenters, industry and infrastructure. ABB will expand into a $6 billion to $7 billion market and close a white spot in core datacenter electrification and industrial power quality. Newave is active in the medium- and high-power UPS range, which is the most attractive segment since it represents 50 percent of the overall UPS market with a yearly growth rate of 6 to 10 percent. ABB has a strong presence in industrial markets and already offers industrial UPS products. It recently acquired a majority share in the DC datacenter solution provider Validus. Combining ABB's and Newave's market presence and technological expertise will allow ABB to offer a complete range of UPS solutions to industrial, commercial and datacenter clients with a comprehensive alternating current (AC) and direct current (DC) solutions portfolio, reinforcing its strategic differentiation.
Taking into consideration a fairness opinion by Bank Sarasin & Cie AG, the Committee of independent members of the Board of Directors of Newave - consisting of Rudolf Kägi and Mauro Saladini - regards the offer by ABB as fair and appropriate. The Committee will recommend to the shareholders of Newave to accept the offer in its report to be issued in ABB's offer prospectus.
The public tender offer and the closing of the share purchase agreements are subject to regulatory approvals and other customary conditions. The offer period is expected to start in early January 2012 and the transaction to close in the first half of 2012.
ABB (www.abb.com) is a leader in power and automation technologies that enable utility and industry customers to improve their performance while lowering environmental impact. The ABB Group of companies operates in around 100 countries and employs about 130.000 people.
Newave (www.newaveenergy.com) develops, manufactures, and markets technologically advanced UPS systems for critical electronic devices and systems. The company is a leading European integrated solutions provider for UPS systems covering the full range of development, manufacturing, distribution and after sales services. Newave was established in 1993. Its main operations are based in Quartino in the canton of Ticino (Switzerland). The company has wholly-owned subsidiaries and holds participations in companies dedicated to sales and services of Newave's UPS systems in Switzerland and nine other countries (DE, AT, FI, NL, ES, IT, BR, CN and IN). It also cooperates with over 50 third party distributors and service providers. At the end of June 2011, Newave had 209 employees.
Details and conditions of the tender offer are explained in the pre-announcement document available at www.abb.com/newaveoffer. The offer prospectus and further information will be published on or around Dec. 15 as required by law and on the same site.
ABB and Newave will host a conference call starting at 9.30 a.m. Central European Time (CET) with ABB's Ulrich Spiesshofer, Jasmin Staiblin and Remo Luetolf and Newave's Vllaznim Xhiha, David Bond and Patrick Sertori. UK callers should dial +44 (0)203 059 58 62; from Switzerland and rest of Europe, +41 (0)91 610 56 00; and from the U.S. +1 (1)866 291 41 66 (toll-free). Lines will be open 15 minutes before the start of the conference.
Slides of the presentation for the conference call are available at www.abb.com/newaveoffer.
Audio playback of the call will start one hour after the call ends and will be available for 24 hours: Playback numbers: +44 (0)207 108 6233 (UK); +41 (0)91 612 4330 (Switzerland and rest of Europe); and +1 (1)866 416 25 58 (U.S.). The code is 14673 followed by the # sign.
ABB Forward-Looking Statements
This press release contains "forward-looking statements" relating to the acquisition of Newave by ABB. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Among other risks, there can be no guarantee that the acquisition will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the acquisition will be realized. Forward-looking statements in the press release should be evaluated together with the many uncertainties that affect ABB's business, particularly those identified in the cautionary factors discussion in ABB's Annual Report on Form 20-F for the year ended Dec. 31, 2010. ABB undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.
Newave Forward-Looking Statements
Information in this press release may contain "forward-looking statements" about Newave, such as guidance, expectations, plans, intentions or strategies regarding the future. These forward-looking statements are subject to risks and uncertainties. The reader is cautioned that actual future results may differ from those expressed in or implied by the statements, which constitute projections of possible developments. All forward-looking statements included in this press release are based on data available to Newave (the "company") as of the date that this press release is released. The company does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.
This release is neither an offer to purchase nor a solicitation of an offer to sell securities. Shareholders of Newave are urged to read the offer documents, which are available at www.abb.com/newaveoffer.
For more information please contact:
|ABB Group Media Relations
Thomas Schmidt, Antonio Ligi
Tel: +41 43 317 6568
|ABB Group Investor Relations:
Switzerland: Tel: +41 43 317 7111
USA: +1 203 750 7743
Newave Energy Holding SA
Vllaznim Xhiha, Chairman of the Board of Directors
Tel: +41 91 850 2139
Patrick Sertori, Chief Financial Officer
Tel: +41 91 850 2106