ABB to Acquire Power-One to Become a Global Leader in Solar Photovoltaic (PV) Inverters
-- The boards of ABB and Power-One have agreed to a transaction in which ABB will acquire Power-One at $6.35 per share or approximately $1 billion equity value, which includes Power-One's net cash of $266 million -- Combination creates global leader in the most attractive and "intelligent" part of the PV value chain -- Deal gives Power-One access to ABB's substantial R&D, global service and sales capabilities and complements ABB's growing inverter business and leadership in power electronics -- Right time: Solar PV industry is set for 10 percent-plus annual growth as PV-generated power rapidly approaches grid parity in many countries and will change the energy mix in the long term -- Management continuity ensured -- Integration with proven approach into the Discrete Automation and Motion division -- Transaction expected to close in 2H 2013, subject to shareholder and regulatory approvals
ZURICH, Switzerland, April 22, 2013 -- ABB (NYSE:ABB), the
(Nasdaq:PWER), a leading provider of renewable energy and of
energy-efficient power conversion and power management solutions, today
announced that their boards of directors have agreed to a transaction in
which ABB will acquire Power-One for $6.35 per share in cash or
$1,028 million equity value.
The transaction would position ABB as a leading global supplier of solar
inverters -- the "intelligence" behind a solar PV system -- to a market
forecasted by the International Energy Agency to grow by more than 10
percent per year until 2021. This rapid growth is being driven by rising
energy demand, especially in emerging markets, rising electricity prices and
declining costs.
"Solar PV is becoming a major force reshaping the future energy mix because
it is rapidly closing in on grid parity," said ABB's CEO, Joe Hogan.
"Power-One is a well-managed company and is highly regarded as a technology
innovator focusing on the most attractive and intelligent solar PV product.
The combination of Power-One and ABB is fully in line with our 2015 strategy
and would create a global player with the scale to compete successfully and
create value for customers, employees and shareholders."
Power-One has one of the market's most comprehensive offerings of solar
inverters, ranging from residential to utility applications, and a broad
global manufacturing footprint. It also has a power solutions portfolio that
is adjacent to ABB's power conversion business.
Power-One employs almost 3,300 people, mainly in China, Italy, the US and
Slovakia. In 2012, it generated $120 million in earnings before interest,
taxes, depreciation and amortization (EBITDA) on sales of approximately $1
billion.
"This transaction delivers significant value to our shareholders and will
enable Power-One to accelerate its growth," said Richard J.
Thompson, CEO of Power-One. "Together we can better address the growing
worldwide demand for innovative, renewable energy solutions and strengthen
our global leadership. I believe ABB is the right partner and now is the
ideal time for our companies to join forces."
ABB's leading portfolio in power and automation, global footprint and
service organization make it a natural player in solar PV. For many years
ABB has brought its solutions to the solar PV industry and is on track to
generate sales of more than $100 million in solar inverters in 2013. Solar
inverters are one of the fastest-developing technologies in power
electronics, requiring substantial research and development (R&D) resources.
In 2012, ABB invested about $1.5 billion in R&D overall.
"The combination of these two successful companies will create significant
value-driven growth based on innovation -- which means inverters offer
opportunities for differentiation -- global reach, high quality and
technology leadership," said Ulrich Spiesshofer, head of ABB's Discrete
Automation and Motion division, into which Power-One will be integrated.
"The acquisition supports the implementation of the division's strategy for
renewable energy and the goal to build on our strength in power
electronics."
The transaction is structured as a merger and is subject to the satisfaction
of customary closing conditions, including approval of Power One's
shareholders at a special meeting and receipt of customary regulatory
approvals. The merger agreement contains certain agreed deal protection
mechanisms. Investment funds affiliated with Silver Lake Sumeru have entered
into an agreement to vote in favor of the transaction. The transaction is
expected to close in the second half of 2013. ABB will finance the
transaction out of its own funds.
Credit Suisse acted as financial advisor to ABB, and Cleary Gottlieb Steen &
Hamilton LLP acted as legal advisor. Goldman Sachs & Co. acted as financial
advisor to Power-One, and Gibson, Dunn & Crutcher LLP as legal advisor.
ABB (www.abb.com) is a leader in power and automation technologies that
enable utility and industry customers to improve their performance while
lowering environmental impact. The ABB Group of companies operates in around
100 countries and employs about 145,000 people. In the United States, ABB
had revenues of $6.7 billion and its workforce grew to nearly 20,000
employees in 2012.
Power-One, Inc. (www.power-one.com) is a leading provider of renewable
energy and energy-efficient power conversion and power management solutions
and a leading designer and manufacturer of photovoltaic inverters. Its
renewable energy products enable the industry's highest yielding conversion
of power from solar arrays for use by utilities, commercial enterprises and
homes. Power-One has a 40-year history as a leader in high efficiency and
high density power supply products for a variety of industries including
renewable energy, servers, storage and networking, industrial and network
power systems. The company is headquartered in Camarillo, California, and
has operations in Asia, Europe, and the Americas spanning sales,
manufacturing, and R&D.
More information
This press release is available from April 22, 2013, on the ABB News Center
at www.abb.com/news and on the Investor Relations homepage at
www.abb.com/investorcenter, where a presentation for investors will also be
published.
A video from Ulrich Spiesshofer, head of ABB's Discrete Automation and
Motion division, will be available today at www.youtube.com/abb.
A conference call for analysts and investors as well as a media conference
call will start at 09:00 a.m. Central European Time (CET).
Callers from the US and Canada should dial +1 (1)866 291 41 66 ( Toll-Free).
U.K. callers should dial +44 (0)203 059 58 62. From
Sweden,+46 (0) 85 051 0031, and from the rest of Europe, +41 (0)58 310
50 00. Callers are requested to phone in 15 minutes before the start of the
call. The recorded session will be available as a podcast one hour after the
end of the conference call and can be downloaded from our website. You will
find the link to access the podcast at www.abb.com/investorcenter
A further conference call for US analysts, investors and media is scheduled
to begin today at 15:00 CET (14:00 in the UK, 09:00 EST,
06:00 PDT). Callers from the US and Canada should dial +1 (1)866 291 41
66 ( Toll-Free). U.K. callers should dial +44 (0)203 059 58 62. From
Sweden,+46 (0) 85 051 0031, and from the rest of Europe, +41 (0)58 310
50 00. Callers are requested to phone in 15 minutes before the start of the
call. The recorded session will be available as a podcast one hour after the
end of the conference call and can be downloaded from our website. You will
find the link to access the podcast at www.abb.com/investorcenter