Advanced Energy Industries, Inc. (Nasdaq: AEIS), a global leader
in highly engineered, precision power conversion, measurement and
control solutions, confirms further to its announcement of May 21,
2024, that it does not intend to make an offer for the shares of XP
Power Limited (LSE: XPP, “XP Power”).
Advanced Energy has sought to engage with the XP Power board of
directors, but the lack of any progress given relative expectations
of value has prevented it from accessing due diligence necessary to
make a firm offer. Based on publicly available information,
Advanced Energy has not identified any additional elements that
would justify improving the terms of its possible offer.
Advanced Energy believes that the possible offer, at 1950p per
share, captured the potential of future market recovery while
factoring in near and intermediate term market and operational
risks facing XP Power as a standalone company. Advanced Energy
further believes that an offer would have been an excellent
opportunity for XP Power’s shareholders to realize an extraordinary
premium, in cash, which would fully de-risk their investment.
The decision not to make a firm offer for XP Power is consistent
with Advanced Energy’s commitment to financial discipline by
targeting acquisitions that would generate a required return above
its cost of capital. Advanced Energy continues to review
alternative investment opportunities within the broader precision
power industry.
Following this announcement, Advanced Energy will be prevented
from announcing an offer or possible offer for XP Power or taking
certain other actions for a period of six months from the date of
this announcement, except where permitted, in accordance with the
Singapore Code on Take-overs and Mergers ("Singapore Takeover
Code").
About Advanced Energy
Advanced Energy Industries, Inc. (Nasdaq: AEIS) is a global
leader in the design and manufacture of highly engineered,
precision power conversion, measurement and control solutions for
mission-critical applications and processes. Advanced Energy’s
power solutions enable customer innovation in complex applications
for a wide range of industries including semiconductor equipment,
industrial production, medical and life sciences, data center
computing, networking, and telecommunications. With engineering
know-how and responsive service and support for customers around
the globe, the company builds collaborative partnerships to meet
technology advances, propels growth of its customers and innovates
the future of power. Advanced Energy has devoted over four decades
to perfecting power. It is headquartered in Denver, Colorado, USA.
For more information, visit www.advancedenergy.com.
Advanced Energy | Precision. Power. Performance. Trust.
Enquiries
Advanced Energy Investor and
Press Relations
Edwin Mok – Investor
Relations
+1 970 407 6555
Simon Flat – Press Relations
+44 (0) 797 624 5243
J.P. Morgan (Lead Financial
Adviser to Advanced Energy)
Drago Rajkovic
+44 (0) 207 134 1482
James Robinson
Richard Walsh
HSBC (Joint Financial Adviser
to Advanced Energy)
Anthony Parsons
+44 (0) 207 991 8888
Alex Thomas
Frank Ehrlich
Further Information
J.P. Morgan Securities Asia Private Limited ("J.P. Morgan") is
acting as lead financial adviser exclusively for Advanced Energy
and no one else in connection with the matters set out in this
announcement. J.P. Morgan will not regard any other person as its
client in relation to the matters in this announcement and will not
be responsible to anyone other than Advanced Energy for providing
the protections afforded to clients of J.P. Morgan or its
affiliates, nor for providing advice in relation to any matter
referred to herein.
The Hongkong and Shanghai Banking Corporation Limited, Singapore
Branch (“HSBC”) is acting as joint financial adviser exclusively
for Advanced Energy and no one else in connection with the matters
set out in this announcement. HSBC will not regard any other person
as its client in relation to the matters in this announcement and
will not be responsible to anyone other than Advanced Energy for
providing the protections afforded to clients of HSBC or its
affiliates, nor for providing advice in relation to any matter
referred to herein.
The directors of Advanced Energy (including those who may have
delegated detailed supervision of this announcement) (“Directors”)
have taken all reasonable care to ensure that the facts stated and
all opinions expressed in this announcement are fair and accurate
in all material respects and that no material facts have been
omitted from this announcement, and they jointly and severally
accept responsibility accordingly. Where any information has been
extracted or reproduced from published or otherwise publicly
available sources, the sole responsibility of the Directors has
been to ensure, through reasonable enquiries, that such information
has been accurately extracted from such sources or, as the case may
be, reflected or reproduced in this announcement.
Important Notices
Not for release, publication or distribution, in whole or in
part in, into or from any jurisdiction where doing so would
constitute a violation of the relevant laws or regulations of that
jurisdiction.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom and Singapore may be restricted by law and
therefore persons into whose possession this announcement comes
should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities law of any such jurisdiction.
The directors of Advanced Energy do not accept any
responsibility for any information relating to XP Power or any
opinion or rationale expressed by XP Power.
Summary of Disclosure Requirements under the Singapore
Takeover Code
Dealings by investors As XP Power is admitted to trading on a
regulated market in the United Kingdom, the vote holder and issuer
notification rules set out in Chapter 5 of the Disclosure Guidance
and Transparency Rules (“DTRs”) apply to XP Power, and will
continue to apply to it, notwithstanding the lapse of offer period
under the Singapore Takeover Code. Any person who is in doubt of
his or her obligations under the DTRs is advised to obtain
appropriate legal advice.
For the avoidance of doubt, as XP Power is not listed on the
Official List of the Singapore Exchange Securities Trading Limited,
the provisions of the Securities and Futures Act 2001 of Singapore
relating to disclosure of interests in securities do not apply to
XP Power.
Dealings by parties to an offer As the offer period under the
Singapore Takeover Code has lapsed in relation to XP Power, the
requirements which apply to dealings by parties to an offer or
their associates in relevant securities of XP Power during an offer
period, are no longer applicable to any such dealings after the
date of this announcement.
Restrictions on Advanced Energy
As set out in the announcement made by Advanced Energy on May
21, 2024, in consultation with the Securities Industry Council of
Singapore (the "Council"), Advanced Energy had undertaken to, by
not later than 5.00 pm (London time) on June 18, 2024, being 28
days after that announcement date, either announce a firm intention
to make an offer for the shares of XP Power in accordance to Rule
3.5 of the Singapore Takeover Code or announce that it does not
intend to make an offer.
As Advanced Energy has announced that it does not intend to make
an offer for XP Power, Advanced Energy and any person acting in
concert with it will be prevented, for a period of six months from
the date of this announcement, from announcing an offer or possible
offer for XP Power or acquiring voting rights in XP Power if such
acquisition were to result in Advanced Energy incurring an
obligation to make a mandatory takeover offer for XP Power, except
in the circumstances permitted by Note 1 on Rule 33.1 of the
Singapore Takeover Code.
Further information on the Singapore Takeover Code is available
on, and a copy of the Singapore Takeover Code is available for
download from, the website of the SIC at www.mas.gov.sg/sic. Any
person who is in any doubt about his or her obligations under the
Singapore Takeover Code is advised to consult his or her
professional advisers immediately.
Forward-Looking Statements
This release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Statements in this release that are not historical information are
forward-looking statements. For example, statements relating to our
beliefs, expectations and plans are forward-looking statements, as
are statements that certain actions, conditions, or circumstances
will continue. These forward-looking statements include, among
others, statements relating to our business and our results of
operations, a potential transaction with XP Power and our
objectives, strategies, plans, goals and targets. The factors that
could cause our actual results to differ materially from
expectations include but are not limited to the following factors:
(a) the ability of Advanced Energy and XP Power to enter into a
definitive agreement for a transaction; (b) satisfaction or waiver
of the conditions to closing of any transaction (including by
reason of the failure to obtain any necessary regulatory approvals)
in the anticipated timeframe or at all; (c) the risk that a
transaction may not occur; and (d) fluctuations in our financial
results; and other factors described under the captions “Risk
Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in Advanced Energy's most
recent Annual Report on Form 10-K filed by Advanced Energy with the
Securities and Exchange Commission and in any subsequently filed
Form 10-Q. These reports and statements are available on the SEC’s
website at www.sec.gov. Copies may also be obtained from Advanced
Energy's investor relations page at ir.advancedenergy.com or by
contacting Advanced Energy's investor relations at +1 970 407 6555.
Advanced Energy cautions shareholders and prospective investors
that actual results may differ materially from those indicated by
the forward-looking statements. Advanced Energy undertakes no
obligation to publicly update or revise any forward-looking
statements made by Advanced Energy or on its behalf, whether as a
result of new information, future developments, subsequent events
or changes in circumstances or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20240617154032/en/
For more information, contact: Advanced Energy Industries, Inc.
970-407-6555 ir@aei.com
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