AKASOL AG / Key word(s): Merger/Offer
Disclosure of insider information pursuant to Article 17 of Regulation (EU) No 596/2014
AKASOL and BorgWarner have signed a Business Combination Agreement to enter into a strategic partnership and BorgWarner will launch a voluntary public takeover offer
Darmstadt, 15 February 2021 - AKASOL AG (ISIN: DE000A2JNWZ9, "AKASOL"), as well as BorgWarner Inc., and Blitz F21-842 AG (in future: ABBA BidCo AG), a subsidiary of BorgWarner Inc. (together "BorgWarner" or "Investor"), today have signed a Business Combination Agreement to enter into a strategic partnership.
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 takeover offer to all 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 as of 12 February 2021. It also represents an EV/sales multiple of approx. 6x based on research analysts' consensus of approx. EUR 125m 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 Executive Board and the Supervisory Board of AKASOL welcome the announced voluntary public takeover offer and will support it, subject to the review of the offer document still to be published by the bidder. The offer will be subject to a minimum acceptance threshold of 50 percent plus one share and further customary conditions, including regulatory clearances.
The strategic partnership gives AKASOL the opportunity to lever BorgWarner's global business platform, thus facilitating its growth strategy within the e-mobility field. 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.
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