DGAP-News: AKASOL and BorgWarner have signed a Business Combination Agreement to enter into a strategic partnership and BorgWarner will launch a voluntary public takeover offer

AKASOL and BorgWarner have signed a Business Combination Agreement to enter into a strategic partnership and BorgWarner will launch a voluntary public takeover offer

• Following signing of the Business Combination Agreement, BorgWarner today published the decision to make a voluntary public tender Offer for all outstanding AKASOL shares at a price of EUR 120.00 in cash per share
• Executive Board and Supervisory Board welcome strategic partnership with BorgWarner and voluntary public tender Offer
• AKASOL to benefit from new strategic partner supporting long-term growth and corporate strategy
• Shareholders to benefit from premium of 23.4 percent on the volume-weighted three-month average share price as well as a premium of 44.2 percent on the volume-weighted six-month average share price prior to the announcement
• All founders of AKASOL, representing 59.4 percent of shares in AKASOL, have signed irrevocable undertakings to tender their shares
• AKASOL to continue to operate independently under the AKASOL brand
• CEO Sven Schulz and CFO Carsten Bovenschen to continue to run the company

Darmstadt, 15. February 2021 - AKASOL AG (ISIN: DE000A2JNWZ9, "AKASOL"), a leading German developer and manufacturer of high-performance and high-energy lithium-ion battery systems and a provider of comprehensive solutions, as well as BorgWarner Inc., and Blitz F21-842 AG (in future: ABBA BidCo AG), a subsidiary of BorgWarner Inc. (together "BorgWarner" or "Investor"), a globally leading automotive supplier, have signed a Business Combination Agreement to enter into a strategic partnership.

The strategic partnership gives AKASOL the opportunity to lever BorgWarner's unique global business platform, thus facilitating its ambitious growth strategy within the e-mobility field and further strengthening its market position for battery systems. Under the strategic partnership, AKASOL will continue to operate independently under the AKASOL brand. The Executive Board led by CEO Sven Schulz and CFO Carsten Bovenschen as well as the other founders continue to run the company. Furthermore, with the Business Combination Agreement, AKASOL and BorgWarner agreed on important cornerstones of the partnership that secure the interests of customers and employees of AKASOL.

Following signing of the Business Combination Agreement, Blitz F21-842 AG (in future: ABBA BidCo AG) today published the decision to make a voluntary public tender offer to the shareholders of AKASOL for the acquisition of all outstanding no-par value bearer shares in AKASOL against payment of a cash consideration of EUR 120.00 per AKASOL share. The offer price represents a premium of 23.4 percent on the volume-weighted three-month average share price prior to the announcement, a premium of 44.2 on the volume-weighted six-month average share price prior to the announcement as well as a significant premium to the median broker target price of EUR 99.00, each as of 12 February 2021 according to Bloomberg. It also represents an EV/sales multiple of approx. 6x based on research analysts' consensus of approx. EUR 125m in 2021E sales as well as an EV/sales multiple of approx. 1.8x based on AKASOL's 2024E mid-term sales target in excess of EUR 400m.

Sven Schulz (via Schulz Group GmbH) and the other founders of AKASOL, representing 59.4% percent of shares in AKASOL, have signed irrevocable undertakings to tender their shares.

The offer will be subject to a minimum acceptance threshold of 50 percent plus one share and the fulfilment of further customary conditions, including regulatory clearances.

The Executive Board and the Supervisory Board of AKASOL support the Offer and the strategic partnership. Subject to the careful review of the Offer document and their statutory duties, the Executive Board and the Supervisory Board of AKASOL intend to recommend shareholders of the company to accept the Offer in their reasoned statement.

Sven Schulz, CEO of AKASOL: "The Executive Board welcomes the strategic partnership with BorgWarner, as it offers significant strategic perspectives to AKASOL. BorgWarner shares our vision of emission-free mobility and with joint forces we will expand AKASOL's technology and market leadership for high-performance battery systems. After more than 12 years of successful and independent business development as the main shareholder and CEO of AKASOL, I am convinced that this is the right next step for a very promising future of our company, so together with the other founders I have decided to offer my shares to BorgWarner at the offer price, as a clear signal of confidence in their attractive offer and strategic partnership. At the request of BorgWarner and based on my personal motivation, I will continue to lead AKASOL as CEO together with my colleague Carsten Bovenschen, all founders and the management team. We are all excited to create this new chapter of our company history."

The Offer document (once available) and other information relating to the public tender Offer will be made available by the Investor on the following website: www.abba-offer.com.

Berenberg is acting as financial advisor and Hogan Lovells is acting as legal advisor to AKASOL AG, represented by the management board. The supervisory board of AKASOL has sought independent advice; PricewaterhouseCoopers is acting as financial advisor and Allen & Overy as legal advisor.

 

 

Important Note

This press release is not a statement from the Executive Board or Supervisory Board to the announced Offer. The Executive Board and the Supervisory Board will provide a reasoned statement pursuant to § 27 WpÜG after publication of the Offer document by the Investor. Shareholders are advised to read the statement in full before reaching their decision as to whether or not to accept the Offer. The sole authoritative document for the Offer itself is the Offer document from the Investor.

Contact Investor Relations:

AKASOL AG, Isabel Heinen
Telephone: +49 (0) 6151 800 500-193
E-Mail: [email protected]

About AKASOL

AKASOL is a leading German developer and manufacturer of high-energy and high-performance lithium-ion battery systems for use in buses, commercial vehicles, rail vehicles and industrial vehicles, as well as in ships and boats. With 30 years of experience, AKASOL is a pioneer in the development and manufacture of lithium-ion battery systems for commercial applications. Shares of AKASOL AG stock have been traded on the Prime Standard segment of the Frankfurt Stock Exchange since June 29, 2018.
 

Disclaimer

Statements contained herein could be deemed to constitute what are referred to as "forward-looking statements." Forward-looking statements are identifiable by the use of words such as "could," "will," "should," "plans," "expects," "anticipates," "estimates," "believes," "intends," "envisages," "aims" or the negative form of these terms, or corresponding modifications and comparable terms.

Based on current expectations, forward-looking statements involve a number of known and unknown risks, uncertainties and other factors as a consequence of which actual results, degrees of capacity utilization, developments and successes achieved by the Group, or on the part of the branch of industry in which it operates, might turn out to be materially different from the results contained or implied herein. The faith placed in forward-looking statements should not be unreasonably high. The Group will not update or review any forward-looking statements published herein in light of new information, future events or for any other reason.