Ad-hoc | 9 December 2009 07:21
NEW VALUE AG / Mergers & Acquisitions
09.12.2009
Dissemination of a Adhoc News, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Unique technology group in the solar industry
3S Industries and Meyer Burger plan to merge
3S Industries Ltd, a portfolio company of New Value Ltd (SIX: NEWN) and
Meyer Burger Technology Ltd today announced their plan for a merger of the
two companies. The shareholders of both companies have to accept the merger
proposals. The merger of 3S Industries and Meyer Burger creates the first
global technology group in the solar industry that will cover the most
important technologies of the photovoltaic value chain, from raw silicon to
entire solar systems.
The merger of the two Swiss companies Meyer Burger Technology Ltd and 3S
Industries Ltd will create a new global industrial group with a unique
technology and product portfolio in the industry. The merger will create a
fully integrated systems provider with 2008 pro forma revenue of
approximately CHF 557 million and a workforce of comprising more than 900
employees. The new combined Group will cover all the important technologies
of the value chain in the solar industry. Meyer Burger is at the forefront
of the development of complex, state-of-the-art machines and systems for
processing crystalline and other high-grade materials such as silicon,
which is used in photovoltaics for producing solar power. 3S is a leading
global provider of production systems for the manufacturing of solar
modules. With its three companies, Somont, 3S Swiss Solar Systems and
Pasan, the group covers the entire value chain of solar module production
and combines the key competences of soldering, laminating and testing and
offers full lines in various automation levels. 3S stands for technical
progress as well as experience and skill in the development of high-quality
production equipment for crystalline and thin-film technologies. The group
offers solar module producers turnkey manufacturing solutions. 3S Swiss
Solar Systems Ltd also develops, produces and distributes
building-integrated solar energy systems for façades, roofs and shading.
The two companies are the perfect fit in terms of their technology
portfolios and geographical presence, and have a global distribution and
service network that is unique in the industry. The combined Group will
offer fully integrated manufacturing solutions for the solar industry,
comprising machines and automation systems, critical consumer goods,
process expertise and local services from a single source. The combination
of these core competences is unique in the industry and will enable to
significantly reduce costs along the entire production chain, with the aim
of achieving faster grid parity for solar power.
Rapid implementation of the merger
After inspection of each other's business records, the Boards of Meyer
Burger and 3S Industries agreed on an exchange ratio of 11.2 registered
shares in 3S Industries for one registered share in Meyer Burger
Technology. The shareholders of both companies have to accept the merger
proposal with a two-thirds majority of votes cast in each case. The
Extraordinary General Meetings of Meyer Burger Technology Ltd and 3S
Industries Ltd are scheduled to take place on 14 January 2010.
Under the condition that the merger is approved, the Extraordinary General
Meeting of Meyer Burger Technology Ltd will also be asked to approve a
share split at a ratio of 1:10 and an increase in the share capital. The
newly registered shares in Meyer Burger Technology Ltd created as a result
of the increase in the share capital will only be used for exchange of the
existing shares in 3S Industries Ltd. The exchange of shares will take
place after the Extraordinary General Meetings of the two companies and the
completion of the merger. The first day of trading of the newly issued
shares in Meyer Burger Technology Ltd is expected to be 18 January 2010
(Closing Date of Transaction 21 January 2010).
If the agenda items proposed by the Board of Directors are all approved, a
proposal for a change in the Board of Directors of the company will also be
put forward to the shareholders of Meyer Burger Technology Ltd. In case of
acceptance, the Board of Directors of Meyer Burger would comprise six
non-executive members (three representatives from Meyer Burger and three
from 3S Industries). From the previous members of the Board of Meyer
Burger, these are the existing members Peter M. Wagner, Dr. Alexander Vogel
and Heinz Roth. From the current Board of 3S Industries' side, Rolf Wägli,
Rudolf Samuel Güdel and Prof. Dr. Konrad Wegener will be proposed for
election to the Board of Directors of Meyer Burger Technology Ltd. The new
Group Executive Board will comprise Peter Pauli: Chief Executive Officer,
Dr. Patrick Hofer-Noser: Chief Technology Officer and Deputy CEO, Michel
Hirschi: Chief Financial Officer, Sylvère Leu: Chief Operating Officer.
Information about New Value AG
New Value, officially listed at the SIX Swiss Exchange, invests directly in
promising private companies in Switzerland and neighbouring countries with
above-average market and growth potential. As an investment company, New
Value promotes innovative business models with venture capital and
accompanies those to market success. The portfolio covers companies of
different stages of development, starting with the market introduction
phase up to medium-sized enterprises with stable profits. A broad
investment approach is deliberately followed regarding industry sectors.
The portfolio contains companies active in renewable energy, medical
technology, health, information technology and new materials. New Value
assigns great value to ethical business concepts and good corporate
governance while selecting their portfolio companies. Criteria such as
meaningfulness, social responsibility and ecological sustainability are
considered by New Value as decisive competitive advantages, which affect
and enhance the quality of products and services offered and thus,
facilitate an above average increase of value potential. Since the
formation of New Value, EPS Value Plus AG, Zurich, has served as investment
manager.
Contact:
Marcel Rogenmoser
09.12.2009 Financial News distributed by DGAP. Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: NEW VALUE AG
Bodmerstrasse 9
8027 Zürich
Schweiz
Phone: +41-43-344 38 38
Fax: +41-43-344 38 39
E-mail: info@newvalue.ch
Internet: www.newvalue.ch
ISIN: CH0010819867
WKN: 552932
Listed: Freiverkehr in Berlin, München, Düsseldorf, Stuttgart; Open
Market in Frankfurt; Foreign Exchange(s) SWX
End of News DGAP News-Service
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