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Electronics Production | July 24, 2009

Germany1 to acquire AEG Power Solutions

Germany1 Acquisition, a special purpose acquisition company, has signed an agreement to acquire 100% of the shares of AEG Power Solutions B.V. for cash and shares assuming an enterprise value of €532 million.
The base consideration payable to the sellers consists of €200 million in cash and 19,208,955 registered convertible shares in Germany1. The consideration will be adjusted to account for closing date net cash and working capital and is also subject to an earn-out in cash and convertible shares of Germany1 valued at up to €50 million based on the achievement of certain performance targets with respect to fiscal years 2009, 2010, and 2011. For over 60 years, AEG PS has been an Electronics Company built on German and pan European engineering and providing operational expertise from its historical base in Belecke, Germany and throughout Europe. With 1,600 employees across 16 countries, AEG PS provides precision, mission critical, highly engineered power electronics solutions for industrial, renewable and infrastructure applications. In 2008, AEG PS generated revenues of €343 million and EBIT of €56 million. The transaction marks the re-emergence of the AEG name, an iconic symbol of German industrial strength, back to the public markets. The highly experienced management team is led by Bruce Brock. The management team will continue in their respective roles post transaction. Post acquisition, AEG PS will be well capitalised to support its future internal and external growth. The current owners, funds managed by Ripplewood Holdings, along with Management and certain other investors, will remain significant shareholders with, in the aggregate, a 33% fully diluted equity stake post closing. AEG PS has met and consulted its employee representatives of the business units to inform them of this transaction as required by local regulations. Germany1 has already entered into irrevocable undertakings or other similar arrangements with some of its shareholders who, in the aggregate, hold in excess of 70.1% of AEG PS's public shares. Therefore, assuming these shareholders vote in accordance with their commitment, the acquisition will be approved at the annual general meeting even if the remaining shareholders vote against the acquisition. Upon completion, the Germany1/AEG PS Board of Directors will consist of Executive Members Bruce Brock and Robert Huljak and Non executive Members Prof. Roland Berger as Chairman, Prof. Mark Wössner, Timothy Collins, Leonhard Fischer and Keith Corbin.
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