DGAP-Ad-hoc: Compleo Charging Solutions AG / Key word(s): Takeover
Disclosure of insider information pursuant to Article 17 para. (1) of Regulation (EU) No. 596/2014 on Market Abuse as amended (Market Abuse Regulation - MAR)
Compleo Charging Solutions AG to acquire innogy eMobility Solutions GmbH
Dortmund, October 26, 2021 - Compleo Charging Solutions AG ("Compleo"), a provider of charging solutions for electric vehicles, signed an agreement with the E.ON subsidiary innogy SE ("Seller") today to acquire 100% of the shares in innogy eMobility Solutions GmbH ("ieMS").
According to the agreement, Compleo is acquiring ieMS' European activities. Both the charging operator and charging solutions business that will remain with E.ON SE and ieMS' U.S. subsidiaries are excluded from the agreement.
In fiscal year 2020, the businesses that are being acquired generated revenue of approximately EUR 35 million with a loss for the year of EUR 53 million. Compleo expects ieMS to achieve further revenue growth and a significant improvement in earnings in the future as a result of extensive optimization measures that have already been identified and strong market growth that is anticipated.
The closing of the transaction is expected to take place at the turn of the year 2021/2022. The preliminary cash purchase price for the ieMS shares amounts to EUR 43 million and can be increased by a total of EUR 16 million through performance-related components (earn-out), which are payable in two installments and are dependent on the achievement of defined revenue targets in the years 2022 and 2023. Furthermore, a payment in shares will be made through the issuance of 200,000 new Compleo shares as part of a capital increase through contributions in kind, partially utilizing authorized capital. The seller has agreed to a lock-up agreement with respect to the Compleo shares to be issued in the capital increase against contributions in kind with a duration of nine months from the closing of the transaction.
ieMS is expected to have a net cash position of approximately EUR 60 million after the closing of the transaction in the first half of 2022. The seller will provide ieMS with a cash amount of EUR 10 million upon closing of the transaction and is obliged to compensate ieMS for the 2021 loss under commercial law, which is expected to be approximately EUR 50 million. In economic terms, these payments and an agreed share price of EUR 110 per Compleo share for the agreed 200,000 Compleo shares result in an expected total purchase price for ieMS of approximately EUR 21 million (Enterprise Value).
The closing of the transaction is subject to the financing of the preliminary cash purchase price. In the course of this financing and to optimize the product portfolio in the Compleo Group, Compleo is currently evaluating various financing options including the possibility of a rights issue. Established financial advisors have been mandated for this purpose.
26-Oct-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Company:||Compleo Charging Solutions AG|
|Phone:||+49 231 534 923 70|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1243725|
|End of Announcement||DGAP News Service|
1243725 26-Oct-2021 CET/CEST