REG - Advanced Energy Ind. XP Power Ltd - Statement of intention not to make an offer

XP PowerAnnouncement

18/06/2024 07:00

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RNS Number : 7832S  Advanced Energy Industries, Inc.  18 June 2024

 

 

Advanced Energy Announces No Intention to Make an Offer for XP Power Limited

DENVER, Colo., June 18, 2024 - 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
21 May 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
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.advancedenergy.com&esheet=54005477&newsitemid=20240520370119&lan=en-US&anchor=www.advancedenergy.com&index=1&md5=bb86f006139afd433493fbf678b0140f)
.

 

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 (http://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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