DGAP-News: 3W Power S.A. / AEG Power Solutions / Key word(s): Offer/Mergers & Acquisitions 3W Power S.A. / AEG Power Solutions : 3W Power welcomes recommended public takeover offer to their shareholders by Andrem Power 22.02.2012 / 01:03 =-------------------------------------------------------------------- February 21, 2012 3W Power welcomes recommended public takeover offer to their shareholders by Andrem Power Luxembourg/Zwanenburg, The Netherlands - February 21, 2012 - 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, today has been informed by Andrem Power of its decision to make a voluntary public takeover offer for all outstanding shares of 3W Power. Andrem Power is a company indirectly wholly owned by Nordic Capital Fund VII ('Nordic Capital'). The offer in brief - Andrem intends to offer EUR 4.35 in cash per share in 3W Power - The offer price represents a premium of approximately 40% to the volume-weighted average share price of the last 3 months and a premium of approximately 38% compared to the closing price (Xetra) on 21th February 2012 - 3W Power's Board of Directors welcomes the public takeover offer and will, subject to review of the offer and its duties under applicable law, recommend the offer unanimously - Core shareholders holding approximately 65% of 3W Power voting rights support the offer and have entered into share purchase or tender agreements with Andrem Andrem and 3W Power have entered into a transaction agreement, which governs the relationship with Andrem and the Company's support with regard to the offer. Andrem 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. 'We see 3W Power / AEG Power Solutions as a strategically well-positioned platform in power management and energy efficiency products and systems as well as in the renewable energy market with strong growth prospects in the three business areas. Nordic Capital is prepared to take the time and provide the resources needed to allow management to continue to transform the Company and build on its potential', said Sönke Bästlein, Partner at NC Advisory, advisor to the Nordic Capital Funds. 3W Power's Board of Directors welcomes the offer and will, subject to review of the offer and its duties under applicable law, unanimously recommend it to its shareholders for acceptance. The Board of Directors will make a separate statement with regard to the offer in accordance with §27 of the German Takeover Act (WpÜG). 'The offer by Andrem Power shows that Nordic Capital has recognized the strategic potential of our Company and we are looking forward to continuing the development of AEG Power Solutions together with Nordic Capital. We welcome the opportunity for our investors participating in the offer to realize their investment at an attractive premium to the current share price', comments Horst J. Kayser, Chief Executive Officer of 3W Power and AEG Power Solutions. According to the terms of the transaction agreement, the offer will be conditional upon the acquisition by Andrem Power of not less than 95% of the outstanding 3W shares (including all 3W shares subject to the share purchase or tender agreements), merger control clearance, non-occurrence of a material adverse change to certain of 3W's financial conditions and other customary conditions. The offer will be made following approval by the German Federal Financial Supervisory Authority (BaFin) and on, and subject to, the terms and conditions to be set out in the offer document. Under the transaction agreement, 3W Power has agreed to pay Andrem a cost coverage fee 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 closing of the transaction is expected in the second quarter of 2012. After closing, Andrem Power intends to acquire all remaining 3W shares via a squeeze-out procedure and delist 3W Power. 3W Power was advised by J.P. Morgan in this transaction, Debevoise & Plimpton LLP acted as legal counsel. =- End of Announcement - Characters: c. 4.500 Further information relating to the offer will be published on www.andrempower.com Important Information: This announcement is neither an offer to purchase, nor a solicitation of an offer to sell, shares. The final conditions and further provisions regarding the offer will be communicated in the offer document after the publication has been approved by the German Federal Financial Supervisory Authority (BaFin). Andrem Power reserves the right to change terms and conditions of the offer to the extent permissible under applicable law. Shareholders of 3W Power are strongly advised to read the offer document as well as all other documents in connection with the offer as soon as these are published, since these will contain important information. For further information, please contact: Christiane L. Döhler M. A. - Exec. MBA HSG DOEHLER COMMUNICATIONS Phone.: +49 89 51616810 Cell: +49 175 2905054 E-mail: firstname.lastname@example.org Mikael Widell Communications Manager NC Advisory AB, advisor to the Nordic Capital Funds Phone.: +46 703 11 99 60 E-mail: Mikael.email@example.com Notes to editors: About 3W Power/AEG Power Solutions 3W Power S.A. (WKN A0Q5SX / ISIN GG00B39QCR01), based in Luxembourg, is the holding company of AEG Power Solutions Group. The Group is headquartered in Zwanenburg in the Netherlands. The shares of 3W Power are admitted to trading on Frankfurt Stock Exchange (ticker symbol: 3W9) and the warrants are traded on NYSE Euronext, Amsterdam (ticker symbol: 3WPW). AEG Power Solutions Group is a global provider of power electronic systems and solutions for all industrial power supplies and offers one of the most comprehensive product and service portfolios in the area of power conversion and power controlling. The two complementary operating business segments Renewable Energy Solutions (RES) and Energy Efficiency Solutions (EES) are serving customers worldwide. The RES product and service portfolio consists of systems and solutions for solar power plants like solar inverter, monitoring and control systems as well as power controller. The EES product and service portfolio includes high performance uninterruptable power supplies (USPs), industrial power controller and DC-converter. Thanks to its distinctive expertise, bridging both AC and DC power technologies and spanning the worlds of both conventional and renewable energy, the company creates innovative solutions for smart grids. AEG PS' footprint is global including 17 subsidiaries and competence centers around the world, employing 1,650 employees. For more information go to: www.aegps.com About Nordic Capital Since the start in 1989, Nordic Capital Private Equity Funds have invested in large and medium sized companies, primarily in the Nordic region. Nordic Capital creates value in its investments, through committed ownership and by targeting strategic development and operational improvements. The funds invest in companies in Northern Europe and in selected investment opportunities internationally. The most recent fund is Nordic Capital Fund VII with EUR 4.3 billion in committed capital, principally provided by international institutional investors, such as pension funds, asset managers and insurance companies. Nordic Capital Funds are based in Jersey, Channel Islands, and are advised by the NC Advisory companies in Sweden, Denmark, Finland, Norway, Germany and the UK. Additional information about Nordic Capital is available on www.nordiccapital.com End of Corporate News =-------------------------------------------------------------------- 22.02.2012 Dissemination of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de =-------------------------------------------------------------------- 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: firstname.lastname@example.org Internet: www.aegps.com ISIN: GG00B39QCR01 WKN: A0Q5SX Listed: Regulierter Markt in Frankfurt (Prime Standard) End of News DGAP News-Service =-------------------------------------------------------------------- 157584 22.02.2012
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