DGAP-Adhoc: Helikos S.E.: HELIKOS SE PROPOSES TO ACQUIRE TECHNOLOGY COMPANY EXCEET GROUP AG

Helikos S.E.  / Key word(s): Acquisition/Mergers & Acquisitions

07.06.2011 07:31

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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* Acquisition for EUR110.5 million in cash, 3.1 million new Helikos public
shares and 9 million newly created convertible earn-out shares.
* Helikos shareholders invited to vote on business combination proposal on
July 1st, 2011.

Luxembourg, June 7, 2011. Helikos SE, a special purpose acquisition company
listed on the regulated market (Prime Standard) of the Frankfurt Stock
Exchange, has entered into a share purchase agreement with the management
of Swiss technology group Exceet Group AG and its majority shareholder,
Ventizz Capital Fund III Holding Company LLC, for the acquisition of all
outstanding shares of Exceet Group AG. The acquisition is subject to
several conditions, in particular the approval by the holders of Helikos
Class A shares (public shares) and Class A warrants (public warrants) of
the proposed transaction.

The consideration to be paid for the acquisition of Exceet Group AG shall
comprise EUR110.5 million in cash, 3,069,736 newly issued Helikos public
shares and 9 million newly issued Helikos earn-out shares, which shall be
convertible into public shares in three equal tranches, based on the share
price of Helikos public shares reaching thresholds of EUR12, EUR13 and
EUR15, respectively.

Exceet Group AG is specialised in customised solutions for safety-critical
applications. The company designs, develops and produces essential
components and solutions for customers in the fields of medical and
healthcare, industrial automation, financial services, security, avionics
and transportation. In 2010, on a converted-to-euro basis Exceet generated
sales of EUR119.7 million, an over 50 percent increase (of which 20
percentage-points are organic) over the previous year, and more than
doubled earnings (EBITDA) from EUR7.0 million in 2009 to EUR17.7 million in
2010.

Helikos SE's Board of Directors has unanimously approved the share purchase
agreement and the transactions related thereto and intends to invite its
shareholders and public warrantholders to an extraordinary general
shareholder meeting and a special warrantholder meeting, respectively, on
Friday, July 1st, 2011 in Luxembourg. At the extraordinary general
shareholder meeting, the shareholders will be asked to vote on the proposed
acquisition of Exceet Group AG and other matters required to implement the
share purchase agreement. At the special warrantholder meeting, the public
warrantholders will be asked to vote on a proposal to amend the terms and
conditions of the public warrants.

Helikos SE
114, avenue Gaston Diderich
L-1420 Luxembourg
Stefanie Schusser
s.schusser@helikosgroup.com
Tel: +49 (0) 170 223 4560
     +49 (0) 172 899 6264

ISIN LU0472835155 (Public Shares) Regulated Market, Prime Standard,
Frankfurt/Main
ISIN LU0472839819 (Public Warrants) Regulated Market, General Standard,
Frankfurt/Main

This document is intended for information purposes only and is neither a
prospectus, nor an offer to purchase, sell or exchange (or the solicitation
of an offer to purchase, sell or exchange), nor an invitation to purchase
or subscribe to securities of Helikos SE or Exceet Group AG or any other
securities in any jurisdiction, including the United States.


07.06.2011 DGAP's Distribution Services include Regulatory Announcements, 
Financial/Corporate News and Press Releases. 
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      Helikos S.E.
              115, Avenue Gaston Diderich
              1420 Luxemburg
              Großherzogtum Luxemburg
Phone:        +352 2600 3181
Fax:          +352 2600 3133
E-mail:       info@helikosgroup.com
Internet:     www.helikosgroup.com
ISIN:         LU0472835155, LU0472839819
WKN:          A0YF5P, A1BFHT
Listed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
              in München
 
End of Announcement                             DGAP News-Service
 
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