ABB, a power and automation technology group, and Newave Energy Holding SA, 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 million. 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.
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.