FORT COLLINS, Colo.,
March 24 /PRNewswire-FirstCall/ --
Advanced Energy Industries, Inc. (Nasdaq: AEIS) today announced it
has signed a definitive agreement to acquire PV Powered Inc., a
leading manufacturer of grid-tied PV inverters in the residential,
commercial, and utility-scale markets. The acquisition is expected
to add an estimated $40-50 million to
Advanced Energy's 2010 revenues and be neutral to marginally
dilutive to GAAP net income in 2010.
"We are very excited to announce this acquisition and believe
the combination of Advanced Energy and PV Powered will continue our
strong momentum in the inverter market, propelling us forward as a
leading manufacturer of solar inverters in North America. The addition of PV Powered's
transformer-based inverters with power levels below 500kw for the
small to mid range commercial inverter market allows Advanced
Energy to target a portion of the market that we have not yet
addressed. As a combined company, our comprehensive portfolio of
both transformerless and transformer-based inverter products will
serve the entire spectrum of commercial project sizes from 30kw to
multi-megawatt utility installations, placing us firmly at the
heart of the emerging and fast-growing solar inverter market," said
Hans Betz, chief executive officer
of Advanced Energy.
PV Powered is an innovation leader for high-reliability
transformer-based PV inverters utilized in commercial roof top and
ground mount systems in the North American market. Founded in 2003
and based in Bend, Oregon, PV
Powered is a privately held company with approximately 90 employees
and $21 million of revenues in 2009.
Its inverters range in size from 30kw to 260kw for the commercial
market and 1kw to 5kw for the residential market, with market
leading efficiency ratings. PV Powered's experienced inverter
engineering team has continuously optimized the performance and
reliability of its inverters allowing PV Powered to offer the
industry's first standard 10 year product warranty and optional 20
year extended warranty.
"The employees and management of PV Powered are extremely
excited at the prospect of joining Advanced Energy," said
Gregg Patterson, chief executive
officer of PV Powered. "PV Powered and Advanced Energy have a
collective history of industry innovation, driven by a commitment
to power conversion efficiency and inverter reliability that leads
the market. Both organizations share a common mission to deliver
the lowest levelized cost of energy and the highest levels of
customer satisfaction. Together, we can offer the broadest
technology and product portfolio in the industry."
Under the agreement, Advanced Energy will acquire PV Powered for
a purchase price of up to $90 million
consisting of $50 million to be paid
at closing in the form of $35 million
in cash and $15 million in Advanced
Energy's common stock, as well as up to $40
million in a potential earn-out based on PV Powered's full
year 2010 financial results. The transaction will be subject to a
number of other customary closing conditions and regulatory
approvals including Hart Scott Rodino. Throughout 2010, PV Powered
will operate as a wholly-owned subsidiary, continuing to sell and
support its PV Powered branded inverters.
Currently, we anticipate sales of PV Powered's inverter to
contribute as much as $40M-$50
million to Advanced Energy's 2010 revenue. Of that, we
expect $30-35 million to come from
sales to the commercial market and $10-15
million from the residential market. We anticipate gross
margins on these products to be in the range of 26-29% and have
additional operating expenses of $3-4
million.
Needham & Company, LLC acted as the financial advisor and
provided a fairness opinion to Advanced Energy related to this
transaction.
Conference Call
Management will host a conference call today, March 24, 2010, at 2:00 pm
Eastern Daylight Time to discuss the acquisition. Domestic
callers may access this conference call by dialing (888) 713-4717.
International callers may access the call by dialing (816)
650-2836. Participants will need to provide a conference passcode
64949878. For a replay of this teleconference, please call (800)
642-1687 or (706) 645-9291, and enter the passcode 64949878. The
replay will be available through 11:59 pm
Eastern Daylight Time, March 26,
2010. A webcast will also be available on the Investor
Relations webpage at http://ir.advanced-energy.com.
Forward-Looking Language
Statements in this press release and information discussed on
the related conference call concerning the proposed transaction and
future business, operating and financial condition of the company
and PV Powered, including expectations regarding revenues, gross
margins, and operating expenses for future periods, including
achievement of the milestones subject to the earn-out under the
merger agreement are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements are
subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by such statements. Such risks and uncertainties include,
but are not limited to: satisfaction of the closing conditions
under the definitive agreement and the successful closing of the
acquisition of PV Powered, the amount of the final purchase price,
and the successful integration of the operations of Advanced Energy
and PV Powered following the closing and our expectations
surrounding the benefits of the transaction; as well as the effects
of global macroeconomic conditions upon demand for our products,
the volatility and cyclicality of the industries the company
serves, particularly the semiconductor industry, the timing of
orders received from customers, the company's ability to realize
cost improvement benefits from the global operations initiatives
underway, and unanticipated changes to management's estimates,
reserves or allowances. These and other risks are described in
Advanced Energy's Form 10-K, Forms 10-Q and other reports and
statements filed with the Securities and Exchange Commission. These
reports and statements are available on the SEC's website at
www.sec.gov. Copies may also be obtained from Advanced Energy's
website at www.advancedenergy.com or by contacting Advanced
Energy's investor relations at 970-407-6555. Forward-looking
statements are made and based on information available to the
company on the date of this press release. The company assumes no
obligation to update the information in this press release.
About Advanced Energy
Advanced Energy® is a global leader in innovative power and
control technologies for high-growth, thin-film manufacturing and
solar-power generation. Specifically, Advanced Energy targets solar
grid-tie inverters, solar cells, semiconductors, flat panel
displays, data storage products, architectural glass and other
advanced applications.
About PV Powered
PV Powered is the innovation leader for grid-tied PV inverters
in the residential, commercial and utility markets, setting the
industry standard for innovation in reliability and efficiency.
Founded in Bend, Oregon in 2003
and privately owned, the company brings together one of the most
experienced design teams in solar power electronics. PV
Powered was recently selected to receive a Stage 2 award under the
Solar Energy Grid Integration System (SEGIS) program by the U.S.
Department of Energy (DOE). The company is leading a team of
recognized distributed energy and smart grid partners in developing
innovations that increase energy harvest, reduce the cost of PV
systems, and remove barriers to high levels of PV grid penetration.
For more information on the company, visit www.pvpowered.com.
SOURCE Advanced Energy Industries, Inc.