Transaction includes leading fuel cell
manufacturer SerEnergy in Denmark and fischer eco solutions GmbH in
Germany
Advent Technologies Holdings, Inc. (NASDAQ: ADN) ("Advent")
today announced that it has entered into a definitive agreement to
acquire the fuel cell systems businesses of fischer Group for an
aggregate consideration of cash and stock of EUR52 million. These
businesses include Serenergy A/S, ("SerEnergy") based in Aalborg,
Denmark, and fischer eco solutions GmbH, ("FES") based in Achern,
Germany.
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Advent Technologies Enters Into
Definitive Agreement to Acquire the Fuel Cell Systems Businesses of
fischer Group (Photo: Business Wire)
SerEnergy is a leading manufacturer of high-temperature polymer
electrolyte membrane (“HT-PEM”) fuel cells globally, with thousands
of systems shipped around the globe during its 15-year operation.
The company employs 75 people in research and development
(“R&D”), production, assembly, and sales, all with unique
expertise in the area of high-temperature fuel cell systems.
SerEnergy operates facilities in Aalborg, Denmark (55 employees),
and in Manila, Philippines (20 employees).
FES provides fuel-cell stack assembly and testing as well as the
production of critical fuel cell components, including membrane
electrode assemblies ("MEAs"), bipolar plates, and reformers. FES
operates a facility on fischer Group's campus in Achern, Germany,
and that facility will be leased to Advent upon closing of the
deal. All 17 FES employees and all SerEnergy employees in Denmark
and the Philippines will join Advent.
"We are excited that Advent has reached an agreement with the
Fischer family, which brings some of the world's leading
high-temperature fuel cell providers to our company and will
contribute to our business momentum," said Dr. Vasilis Gregoriou,
Chairman and CEO of Advent Technologies Holdings, Inc. "We look
forward to partnering closely with the SerEnergy and FES teams in
the coming weeks as we work toward closing the transaction. The
transaction is expected to accelerate the implementation of our
business plan and to expand Advent's growing revenue base in full
fuel cell stacks and systems. Together, we will provide a platform
to meet the rapidly increasing demand for alternative power across
the globe. This transaction is fully aligned with our "Any Fuel.
Anywhere." business focus and this, together with the previously
completed UltraCell acquisition, makes Advent a global leader in
the remote and off-grid power market fuel cell system production.
Upon closing, we will share more details about this strategic
investment and our strategy to integrate the SerEnergy and FES
teams into the broader Advent family.”
SerEnergy is focused on off-grid and backup stationary markets
in Europe and Asia. Its systems work with methanol, hydrogen (and
eventually other zero-emission efuels), making them the ideal
solution for the off-grid and remote power market. SerEnergy has a
plan to expand to the broader spectrum of applications that
currently use polluting diesel generators in the range of 1kW to
20kW, a global multi-billion USD market. The applications of
SerEnergy's products address one of the most pressing and
hard-to-solve environmental problems globally, especially in the
developing world. The recent contract with Smart Communications,
Inc. shows the potential of the SerEnergy solution for off-grid
power for telco towers (with emerging demand for 5G towers) and
many other critical infrastructure applications. The system
development expertise of SerEnergy and stack manufacturing
facilities of FES will also be essential in scaling up Advent's
entry into the mobility (including heavy-duty truck and marine)
markets.
"SerEnergy and FES have established state-of-the-art R&D and
manufacturing operations in Denmark and Germany. We believe the
acquisition significantly accelerates and de-risks our R&D
human-resources and manufacturing scale-up production plan," said
Dr. Emory De Castro, CTO of Advent. "The next-generation Advent
MEA, developed in the USA, will provide a significant cost
advantage to the SerEnergy systems and be a catalyst for increasing
market share. We believe that this is a marriage where the sum
greatly exceeds the value of the parts."
"The Fischer family is extremely excited to become a partner
with Advent in a rapidly growing market. Dr. Gregoriou and his team
have technology that will allow the business to become a leader in
the broader fuel cell market," said Hans-Peter Fischer, Managing
Partner of fischer Group. "Our fuel cell business has worked for 15
years to emerge as a leader in fuel cells for the stationary and
off-grid markets. Our family is confident that the combination of
this business with Advent will create a leader in the HT-PEM Fuel
Cell market."
Morten Sørensen, SerEnergy's R&D Director, added, "Advent is
ambitious and forward-thinking. They share our own views about the
great opportunities for fuel cell technology and are in a position
to make things happen very quickly. We see high potential for
synergies across the companies in the group. SerEnergy's 5kW
reformed methanol fuel cells, our strong development team, and
existing customer base perfectly complement Advent's own technology
and product line."
Joseph Kristensen, Finance & Administration Director at
SerEnergy, said, "We are excited to join the Advent family. We
believe that we can strengthen and grow our business, building on
the strengths and joint expertise – ultimately contributing to the
continued success of fuel cells as a clean power source. This is a
win for Advent, a win for SerEnergy, and an exciting day for our
employees and the industry."
The transaction consideration is EUR15 million in cash and EUR37
million in ADN shares based on Advent's closing share price for the
20 trading days prior to closing, subject to certain closing
adjustments.
The closing of the acquisition of the SerEnergy and FES
businesses is subject to the satisfaction of customary closing
conditions for regulatory approval. The transaction is expected to
close in the third quarter of 2021.
Gleiss Lutz Hootz Hirsch PartmbB, Kromann Reumert, and Ropes and
Gray acted as legal counsel to Advent. Ernst & Young and
Technafin acted as counsel to fischer Group.
About Advent Technologies Holdings,
Inc.
Advent Technologies Holdings, Inc. is a US corporation that
develops, manufactures, and assembles critical components for fuel
cells and advanced energy systems in the renewable energy sector.
Advent is headquartered in Boston, Massachusetts, with offices in
the San Francisco Bay Area and Europe. With 120-plus patents issued
(or pending) for its fuel cell technology, Advent holds the IP for
next-generation high-temperature proton exchange membranes (HT-PEM)
that enable various fuels to function at high temperatures under
extreme conditions – offering a flexible "Any Fuel.
Anywhere." option for the automotive, maritime, aviation, and
power generation sectors. For more information, visit
www.Advent.energy.
About Serenergy A/S
Serenergy A/S (“SerEnergy”), founded in Aalborg, Denmark, in
2006, is a world leader in the design and manufacture of
methanol-powered high-temperature polymer electrolyte membrane
(HT-PEM) fuel cell units in the 5-kilowatt class. SerEnergy's
solution integrates the reformer with the fuel cell stack and power
electronics into one, compact, rack-mountable unit. Such 5kW units
can be run individually or combined into systems providing 10 or
15kW of clean, quiet power for off-grid, weak-grid, or backup
applications such as telecommunications towers in remote locations
or urban areas. SerEnergy's Southeast Asian subsidiary,
Manila-based Serenergy Philippines, Inc., specializes in the
installation and maintenance of such systems for telecom
companies.
In May, SerEnergy announced its latest generation of the 5kW,
configurable voltage unit, the SereneU-5. The new generation unit
introduces many advantages, such as longer lifetime, less service
and maintenance, and improved total cost of ownership. The product
upgrade places SerEnergy fuel cells in a significant
state-of-the-art position for volume market penetration –
responding to an increased global demand for sustainable energy,
working for the environment and for SerEnergy customers.
About fischer eco solutions
GmbH
Since its founding in 2009, fischer eco solutions GmbH has been
involved in renewable energy generation. Together with SerEnergy,
the company specializes in reformed methanol fuel cell (“RMFC”)
technology, producing core components (fuel cell stacks, methanol
reformers, MEAs and bipolar plates) of the SerEnergy fuel cells at
its facility in Achern, Germany.
About fischer Group
The fischer group is among the world's leading suppliers of
longitudinally welded stainless steel tubes ("LWS Tubes") and
components as well as subassemblies manufactured from LWS Tubes. As
of 2020, it employs about 2,850 employees worldwide, processes
160,000 tons of processed raw material per year, and manufactures
128 million meters of tubing annually. With locations in Germany,
Austria, Denmark, Canada, the USA, Mexico, Uruguay, South Africa,
and China, the fischer group is internationally positioned and can
supply customers worldwide.
Cautionary Note Regarding Forward-Looking Statements
This press release includes forward-looking statements. These
forward-looking statements generally can be identified by the use
of words such as "anticipate," "expect," "plan," "could," "may,"
"will," "believe," "estimate," "forecast," "goal," "project," and
other words of similar meaning. Each forward-looking statement
contained in this press release is subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by such statement. Applicable risks
and uncertainties include, among others, the Company's ability to
realize the benefits from the business combination; the Company's
ability to maintain the listing of the Company's common stock on
Nasdaq; future financial performance; public securities' potential
liquidity and trading; impact from the outcome of any known and
unknown litigation; ability to forecast and maintain an adequate
rate of revenue growth and appropriately plan its expenses;
expectations regarding future expenditures; future mix of revenue
and effect on gross margins; attraction and retention of qualified
directors, officers, employees and key personnel; ability to
compete effectively in a competitive industry; ability to protect
and enhance our corporate reputation and brand; expectations
concerning our relationships and actions with our technology
partners and other third parties; impact from future regulatory,
judicial and legislative changes to the industry; ability to locate
and acquire complementary technologies or services and integrate
those into the Company's business; future arrangements with, or
investments in, other entities or associations; and intense
competition and competitive pressure from other companies worldwide
in the industries in which the Company will operate; and the risks
identified under the heading "Risk Factors" in our Annual Report on
Form 10-K/A filed with the Securities and Exchange Commission on
May 20, 2021, as well as the other information we file with the
SEC. We caution investors not to place considerable reliance on the
forward-looking statements contained in this press release. You are
encouraged to read our filings with the SEC, available at
www.sec.gov, for a discussion of these and other risks and
uncertainties. The forward-looking statements in this press release
speak only as of the date of this document, and we undertake no
obligation to update or revise any of these statements. Our
business is subject to substantial risks and uncertainties,
including those referenced above. Investors, potential investors,
and others should give careful consideration to these risks and
uncertainties.
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version on businesswire.com: https://www.businesswire.com/news/home/20210625005188/en/
Advent Technologies Holdings, Inc. Elisabeth Maragoula
emaragoula@advent.energy Sloane & Company James Goldfarb /
Emily Mohr jgoldfarb@sloanepr.com / emohr@sloanepr.com
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