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. --------------------------------------------------------------------------- * 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 --------------------------------------------------------------------------- Language: English Company: Helikos S.E. 115, Avenue Gaston Diderich 1420 Luxemburg GroÃherzogtum 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 ---------------------------------------------------------------------------
DGAP-Adhoc: Helikos S.E.: HELIKOS SE PROPOSES TO ACQUIRE TECHNOLOGY COMPANY EXCEET GROUP AG
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