RCS - exceet Group SCA - Business Combination

China ApexAnnouncement

19/01/2023 11:45

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RNS Number : 2825N  exceet Group SCA  19 January 2023

 exceet Group SCA / Key word(s): Takeover/Takeover

exceet Group SCA: Business Combination between exceet Group SCA and APEX
 Group; Mandatory Offer

19-Jan-2023 Disclosure of an inside information acc. to Article 17 MAR of the
 Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group
 AG.

The issuer is solely responsible for the content of this announcement.

 

 Business Combination between exceet Group SCA and APEX Group; Capital Increase
 against Contribution in Kind; Mandatory Offer

 Grevenmacher, 19 January 2023 - exceet Group SCA ("exceet") today entered into
 a definitive merger agreement with APEX Nova Holding GmbH ("APEX" and together
 with its subsidiaries "APEX Group") and its shareholders ("APEX
 Shareholders"). APEX Group is a leading developer, manufacturer and operator
 of green hydrogen plants for the de-carbonization of the industry and infra
 structure.

 Under the merger agreement, exceet agreed (i) to acquire 20.8% of the APEX
 shares for a cash consideration in the amount of approx. EUR 25,000,000 and
 (ii) to exchange the remaining 79.2% shares in Apex for shares in exceet by
 way of a contribution in kind (the "Transaction"). The Transaction is not
 subject to closing conditions and is expected to complete promptly. For this
 purpose, exceet agreed to utilize its authorized capital and increase its
 share capital from EUR 311,960.18 by EUR 252,424.73 to EUR 564,384.91 by
 issuing 16,285,467 new shares to the shareholders of APEX. In addition, and
 subject to an amendment of the existing remuneration policy, exceet agreed to
 adopt a long-term equity incentive plan for the board members and key
 employees of the combined group allowing for the issuance of up to 3,640,000
 stock options. Subject to meeting the agreed strike price and vesting
 conditions, such program entitles the beneficiaries to subscribe to up to
 3,640,000 new shares.

 For purposes of the Transaction, exceet was valued with its net cash position
 of approx. EUR 117,100,000 (corresponding to EUR 5.83 per exceet share) and
 the APEX Group with an equity value of approx. EUR 120,000,000. Taking into
 account the cash element, the Transaction values the combined group at a
 pro-forma equity value of approx. EUR 212,100,000 (before transaction costs)
 corresponding to EUR 5.83 per exceet share (on a fully diluted basis but
 disregarding any stock options).

 exceet Management S.à r.l. and APEX believe that the business combination
 with exceet will provide APEX Group with a suitable structure as well as the
 necessary growth capital to develop the combined group into an internationally
 established project developer and operator of green hydrogen plants.

 Following completion of the Transaction, the APEX Shareholders and their
 concert parties are planning to publish a mandatory offer for the acquisition
 of all outstanding exceet shares. The anticipated offer price is expected to
 amount to the statutory minimum price of EUR 5.83 per exceet share. Several
 larger shareholders including White Elephant S.à r.l., Active Ownership
 Investments Ltd. and the APEX Shareholders, which hold approx. 89.00% of the
 share capital following the completion of the capital increase against
 contribution in kind, undertook not to accept the mandatory offer. The offer
 document is expected to be published in February 2023 once approval by the
 German Federal Financial Supervisory Authority (Bundesanstalt für
 Finanzdienstleistungsaufsicht) has been obtained. The general partner and the
 supervisory board of exceet will review the offer document with due care and
 issue a reasoned opinion (begründete Stellungnahme) thereon.

 Going forward, APEX Group will be the sole investment focus of Exceet.

 For further information:

 Email: investor.relations@exceet.com

 exceet Group SCA

 17, rue de Flaxweiler

 L-6776 Grevenmacher

 Luxembourg

 Telefon +352 28 38 47 20

 ISIN:  LU0472835155

 WKN:  A0YF5P

 Listed: Regulated Market of the Frankfurt Stock Exchange (Prime Standard)

 About exceet

 exceet is a listed holding company. Following the business combination with
 the APEX Group, the investment focus is on developing projects for the
 decentralized supply of green hydrogen.

 End of Inside Information

19-Jan-2023 CET/CEST The EQS Distribution Services include Regulatory
 Announcements, Financial/Corporate News and Press Releases.
 Archive at www.eqs-news.com

 Language:     English
 Company:      exceet Group SCA
               17, rue de Flaxweiler
               6776 Grevenmacher
               Luxemburg
 Phone:        +352 2838 4720
 Fax:          +352 2838 4729
 E-mail:       info@exceet.com
 Internet:     www.exceet.com
 ISIN:         LU0472835155, LU0472839819
 WKN:          A0YF5P, A1BFHT
 Listed:       Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in
               Berlin, Munich, Stuttgart, Tradegate Exchange
 EQS News ID:  1539103

 

 End of Announcement  EQS News Service

 

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