Ventizz initiates sale of technology company Exceet to Helikos
Ventizz Capital Fund III, L.P. and several minority shareholders have entered into a share price agreement with Helikos SE, a special purpose acquisition company (SPAC) listed on the regulated market (Prime Standard) of the Frankfurt stock exchange, to purchase all the shares of Exceet Group AG. The purchase is still subject to several conditions including approval by Helikos shareholders. The proposal will be presented to Helikos shareholders at an extraordinary general meeting on 1st July 2011.
A purchase price of EUR 110.5m cash has been agreed with Helikos for the technology company, plus ca. 3.1 million newly-issued Helikos shares and 9 million Helikos earn-out shares. These 9 million shares shall be convertible into Helikos public shares in three equal tranches in the event of reaching the agreed share price thresholds of EUR 12, EUR 13 and EUR 15. Upon the successful completion of the transaction Helikos, as new holding company of Exceet Group AG, will be renamed and going forward will operate as exceet Group SE on the Frankfurt Prime Standard.
Headquartered in St. Gallen, Switzerland, Exceet Group AG specialises in customised electronic hardware and software solutions for safety-critical applications. The company designs, develops and produces high-quality, bespoke components and solutions for blue chip customers in the fields of medical and healthcare, automation, financial services, security, avionics and transportation. Its product portfolio covers complex electronic modules, systems and solutions that are produced in relatively small and medium quantities. Exceet’s sound M&A track record makes the company a “tech cluster” which is able to serve its clients with the entire value chain from conception, application and process development to after sales and lifecycle management services. In 2010, on a converted-to-euro basis, Exceet generated sales of EUR 119.7m, an increase of over 50% (of which 20 percentage points represent organic growth) compared to the previous year, and more than doubled earnings (EBITDA) from EUR 7.0m in 2009 to EUR 17.7m in 2010.
Ventizz Capital Fund III, L.P. has held a stake in Exceet Group’s companies since 2006 and has contributed to the technology company’s growth significantly. According to Willi Mannheims, Managing Partner of Ventizz Capital Partners: “Since the beginning of our relationship with Exceet five years ago the company has been able to establish itself as a leader in several market segments. Exceet has posted a solid financial performance even during the downturn of the financial crisis.” He continued: “Exceet is an extremely attractive growth story. We are convinced that the company will continue to follow the path to success and as such we would like to remain a constructive shareholder. The crucial factor for the sale is that we have been able to broaden the shareholder base and have provided the company with access to additional capital.”
If the planned merger is implemented and there is no Helikos share buyback, then Ventizz Capital Fund III will hold on to 10.6% of the public shares in Helikos following the transaction. 1.6% of the public shares will be held by the Exceet management and 8.4% by the Helikos founders. Following the transaction, the free float of public shares will be 79.4%. If the earn-out shares and convertible shares of the Helikos founders are converted into public shares then this will alter the shareholder structure.
More details on the transaction can be found at www.helikosgroup.com.
About Ventizz Capital Partners
Ventizz Capital Partners was set up in 2000 and has offices in St. Gallen, Düsseldorf, Zürich and Vienna. Ventizz Capital Partners advises solely Ventizz Private Equity funds which provide equity capital for growth in high tech companies predominantly in the German-speaking region. Four partners and a team of a further 15 professionals currently advise four funds with a total capital volume of EUR 675m. The Ventizz Capital Fund IV L.P. is the largest of the four hitherto issued funds. The fund was closed at the end of 2007 after a mere six month fundraising process which raised EUR 450m, making it one of the biggest private equity funds in the area of growth capital and mid-size tech buyouts in the German-speaking region. Ventizz funds have to date invested in 35 companies with a focus on the areas of renewable energy, medical technology, information and communication technology, and other industry sectors with high added value. In addition to many trade sales, Ventizz has successfully brought three portfolio companies (ersol, SAR, PV Crystalox Solar) to the stock market.
About Exceet Group AG
Headquartered in St. Gallen, Switzerland, Exceet Group AG is a leading provider of embedded intelligent electronics and card-based security technology. It offers embedded electronic products, smart card and reader-based solutions, and embedded security solutions. The company has production centres in Germany, the Netherlands, Austria, Switzerland and the Czech Republic. Its customers come from the fields of medical and healthcare, industrial automation, financial services, security, avionics, transportation and public administration with individualised electronics and security solutions.
About Helikos SE
Helikos is a special purpose acquisition company (SPAC) established for the sole purpose of acquiring companies. Its intention is to identify “Hidden Champions” with solid fundamentals and to work together with existing shareholders and management in order to facilitate further growth.
Helikos raised EUR 200m in February 2010 from German and international institutional investors and has been listed since then on the Prime Standard of the Frankfurt Stock Exchange. Helikos was founded by Wendel SA, Paris, a European-listed family company with more than 300 years of history and a 30-year track record of successful industrial investments; Prof. Dr. Dr. h.c. Hermann Simon, founder and Chairman of Simon-Kucher & Partners Strategy and Marketing Consultants, a leading global consultancy established in 1985 in Bonn, Germany; and Roland Lienau, Managing Director of Wendel, a member of Wendel’s investment committee and former co-head of the German Equity Capital Markets division at Deutsche Bank AG.
Tel.: +49. 89. 599 458 114
Source: Ventizz press release