M&A Activity • Jun 7, 2011
M&A Activity
Open in ViewerOpens in native device viewer
Not for distribution, directly or indirectly, in the United States, Canada, Australia or Japan.
Helikos, a company established with the support of Wendel and listed on the Frankfurt Stock Exchange with the aim of investing in a non-listed company, has reached an agreement to purchase, for a consideration consisting of 110.5 M€ in cash, 3 million new Helikos public shares and 9 million Helikos earn-out shares, the Swiss technology company Exceet Group AG ("Exceet").
With strong German roots and industrial and commercial presence, Exceet is a European market leader in embedded intelligent electronic systems. It designs, develops and produces customised and essential components for blue chip clients, particularly 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 –devices, which are produced in small and medium quantities. Exceet serves its clients' entire value chain from design to after sales and lifecycle management services.
Exceet posted sales of €119.7 million(*) in 2010, an over 50% increase (including organic growth of 20%) compared to the previous year. Its operating income (EBITDA) has more than doubled from €7.0 million to €17.7 million on the same period.
"Wendel has studied extensively the project 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.
Helikos' Board of Directors approved unanimously this acquisition project, which will be submitted to vote of shareholders at an Extraordinary General Meeting on July 1, 2011.
If the project is adopted, Helikos would take the name Exceet Group SE. Based on Helikos' current shareholder base, Wendel via Oranje-Nassau Développement would hold a minimum of 12.7% of Exceet's public shares and 19.8% of voting rights in Exceet after the transaction. This position could evolve due to possible redemptions of shares from Helikos' historical shareholders and the exercise by Oranje-Nassau Développement of its purchase option to acquire shares from such holders that request redemption of their public shares in connection with the EGM. Following the consummation of the acquisition, Wendel will provide an update on its final shareholding in Exceet. After the transaction, Exceet's shareholder structure may be affected by the conversion of earn-out shares held by the sellers (Exceet's current leading shareholder and management) and conversion of founding shares held by the Helikos founders (including mostly Oranje-Nassau Développement), each of which will depend on increases in the Exceet share price.
Details of the transaction and related documentation are available at www.helikosgroup.com.
(*)On a converted Swiss franc to euro basis
This press release is 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 United States or to make any public offering in any jurisdiction.
Wendel is one of Europe's leading listed investment firms. The Group invests in France and abroad, in companies that are leaders in their businesses: Bureau Veritas, Legrand, Saint-Gobain, Materis, Deutsch and Stahl. Wendel plays an active role as industry shareholder. It implements long-term development strategies, which involve boosting growth and margins of companies so as to enhance their leading market positions. Through Oranje-Nassau Développement, which gathers growth, diversification and innovative investment opportunities, Wendel is also invested in VGG in the Netherlands, Helikos in Germany and Parcours in France. Wendel is listed on Eurolist by Euronext Paris.
Standard & Poor's rating: Long term BB-, stable outlook – Short term B since 19 July 2010.
Wendel is the Founding Sponsor of the Centre Pompidou-Metz, which has hosted nearly 800,000 visitors since its opening in May 2010.
Anne-Lise Bapst: + 33 (0) 1 42 85 63 24 Laurent Marie: +33 (0)1 42 85 91 31 [email protected] [email protected] Christèle Lion: + 33 (0) 1 42 85 91 27 Olivier Allot: +33 (0)1 42 85 63 73
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.