.
"We are even active in two attractive future markets: microbatteries and energy storage solutions. In light of our high technological expertise and the well-known VARTA brand, we are convinced that we can benefit from the growing markets and the global megatrends in our business areas. On the one hand, we see considerable growth opportunities in the markets for hearing aid microbatteries, which we market under the brand power one and as white label products, and rechargeable microbatteries for wireless premium headsets. On the other hand, we will also strive to use our successful technologies in the area of decentralized energy storage solutions because residential and commercial consumers will continuously store and use the electricity they produce on their own using renewable energy sources – and this development is not only expected to take place in Germany. This is the right time to seek capital for growth with an IPO and to meet the growing demand for our innovative technology," comments Herbert Schein, CEO of VARTA AG.
The IPO consists of a public offering in Germany and Austria as well as private placements with institutional investors in certain other jurisdictions outside of Germany and Austria. In the United States of America, the shares are being offered exclusively to qualified institutional investors as part of a private placement in accordance with Rule 144A under the United States Securities Act of 1933, as amended.
Offer period starts on November 18, 2016
The bookbuilding process will commence on Friday, November 18, 2016, and is expected to end on or before Tuesday, November 29, 2016. The price range has been set at EUR 9.00 to EUR 12.50 per share. The total base offering ("Base Offering") will consist of 12,000,000 to 16,666,666 newly issued ordinary non-par value bearer shares from a capital increase against contributions in cash, which was resolved at the Extraordinary General Meeting on November 16, 2016, with exclusion of subscription rights for existing shareholders ("New Shares"). Furthermore, up to 15% of the Base Offering may be placed at the offer price from the indirect shareholding of the currently sole shareholder MTC, through its subsidiary VGG GmbH, for the purpose of the over-allotment option ("Over-Allotment Shares"). The sale of the New Shares and Over-Allotment Shares will amount to a total of up to EUR 172.5 million. Following completion of the IPO, the free float will represent 28.9% to 36.0% of the issued share capital (prior to exercise of the over-allotment option) and 33.2% to 41.4% assuming full exercise of the over-allotment option. Including the gross primary proceeds of approximately EUR 150 million the market capitalization will amount to ca. EUR 416 million to EUR 520 million.
The announcement of the final offer price and the final number of Offer Shares is expected to be published on or before November 29, 2016 and in any event before commencement of trading. The listing and commencement of trading in VARTA AG shares is expected to take place on or before December 2, 2016.
The transaction is being accompanied by Jefferies International Limited and UniCredit Bank AG in cooperation with Kepler Cheuvreux as Joint Global Coordinators and Joint Bookrunners. HSBC Trinkaus & Burkhardt AG is also acting as a Joint Bookrunner, whereby Erste Group Bank AG will be responsible during the IPO as the Co-Lead Manager.
Long-term commitment to VARTA AG by MTC following completion of the IPO
VARTA AG is currently controlled by its sole shareholder MTC, which holds 100% of the shares in VARTA AG through its subsidiaries VGG GmbH and ETV Montana Tech Holding GmbH. As part of the offer, VARTA AG and MTC, through its subsidiaries, have committed to a lock-up agreement with a term of six and twelve months, respectively. In the subsequent six or twelve months, respectively, shares may only be sold after prior written consent of the Joint Global Coordinators. CEO Herbert Schein will be subject to the same selling restrictions as the above mentioned MTC subsidiaries, and CFO Dr. Michael Pistauer will be subject to the same selling restrictions as VARTA AG.
Use of proceeds to finance further growth
The expected gross proceeds of approximately EUR 150 million from the issuance of the New Shares are planned to be used to finance further growth and to develop business operations. In this context, the company specifically intends to use up to EUR 50 million of the net proceeds for internal investments, including a new large-scale automated battery assembly plant for Power Pack Solutions. The remainder is to be made available for selective acquisitions in the Energy Storage Solutions segment.
In the past three years, the Group, as if it already existed since 2013, increased its sales on average by 10.7% per year and expanded its operations in the Microbatteries segment while, at the same time, gaining ground in the new Energy Storage Solutions segment. The Group believes it is well positioned to benefit from current global megatrends by leveraging its technological expertise and the strong brand recognition, in particular among private consumers in the Energy Storage Solutions segment. These megatrends include the aging demographics of the global population, which is driving demand for hearing aids and therefore for hearing aid microbatteries, the increasing miniaturization and connectivity of electronic devices, which, in turn, need reliable, long lasting and small battery solutions, as well as the growing importance of renewable energy, whose storage requires decentralized stationary energy storage solutions.
CEO Herbert Schein explains: "We believe that the proceeds from the IPO will help us to further capitalize on current market opportunities. Changes such as miniaturization, increasing connectivity and rethinking energy policy are happening now, therefore today is the time to lay the foundations for future growth and profitability – and that is what we want to use the proceeds for."
Prospectus approved by Financial Supervisory Authority BaFin
Further information on the IPO is contained in the VARTA AG Securities Prospectus, which was approved today by the Federal Financial Supervisory Authority (BaFin).
The VARTA AG Securities Prospectus is available for downloading on the company's website at www.varta-ag.com in the Investor Relations section.
[1] VARTA AG and its primary operating subsidiaries, VARTA Microbattery GmbH and VARTA Storage GmbH, part of the Montana Tech Components Group, are not the sole successors of the former VARTA AG, having been split up into three parts in 2002, and, consequently, are not the sole owners of the VARTA trademarks. The two other independent successors of the former VARTA AG, Johnson Controls Hybrid and Recycling GmbH (previously VARTA Automotive GmbH and currently part of the Johnson Controls Group) and VARTA Consumer Batteries GmbH & Co. KGaA (currently part of the Spectrum Brands Group) continue to hold VARTA trademark rights for automotive and partly industrial batteries and consumer batteries, respectively.
[2] VARTA AG and its primary operating subsidiaries, VARTA Microbattery GmbH and VARTA Storage GmbH, part of the Montana Tech Components Group, are not the sole successors of the former VARTA AG, having been split up into three parts in 2002, and, consequently, are not the sole owners of the VARTA trademarks. The two other independent successors of the former VARTA AG, Johnson Controls Hybrid and Recycling GmbH (previously VARTA Automotive GmbH and currently part of the Johnson Controls Group) and VARTA Consumer Batteries GmbH & Co. KGaA (currently part of the Spectrum Brands Group) continue to hold VARTA trademark rights for automotive and partly industrial batteries and consumer batteries, respectively.
Disclaimer
This document and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell, or a solicitation of an offer to buy, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or pursuant to an available exemption from registration under the Securities Act. Neither VARTA Aktiengesellschaft (the "Company") nor any of its shareholders intends to register any securities referred to herein in the United States.
Any offer will be made exclusively through and on the basis of a prospectus that must be published in Germany, as supplemented by additional information related to the offer outside of Germany. No money, securities, or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.
This document does not constitute an offer document or an offer of securities to the public in the U.K. to which section 85 of the Financial Services and Markets Act 2000 of the U.K. applies and should not be considered as a recommendation that any person should subscribe for or purchase any securities as part of the Offer. This document is being communicated only to (i) persons who are outside the U.K.; (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) high net worth companies, unincorporated associations and other bodies who fall within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This document should not be published, reproduced, distributed or otherwise made available, in whole or in part, to any other person without the prior consent of the Company.
Jefferies International Limited, UniCredit Bank AG, HSBC Trinkaus & Burkhardt AG, Erste Group Bank AG and UniCredit Bank Austria AG are acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Jefferies International Limited is authorized and regulated by the Financial Conduct Authority. UniCredit Bank AG and HSBC Trinkaus & Burkhardt AG are authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht and also supervised by the European Central Bank. Erste Group Bank AG and UniCredit Bank Austria AG are authorized and regulated by the European Central Bank (ECB) and by the Austrian Financial Market Authority.
This document contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of the Company. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting the Company, and other factors. The Company does not assume any obligations to update any forward-looking statements.
- VARTA AG, together with its operating subsidiaries – experts in microbatteries and energy storage solutions – announced today the launch of its Initial Public Offering ("IPO") on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange.
- Price range has been fixed at EUR 9.00 to EUR 12.50 per share.
- Gross proceeds from capital increase against contributions in cash of approximately EUR 150 million are targeted.
- The bookbuilding process will commence on November 18, 2016 and is expected to end on or before November 29, 2016.
- Listing and inclusion of shares in trading on the Frankfurt Stock Exchange is scheduled for December 2, 2016.
- Primary gross proceeds to be used for internal smart automation investments and selective acquisitions in the Energy Storage Solutions segment.
- Free float of up to 36.0% is expected, prior to exercise of the over-allotment option (at the low-end of the price range).
- Long-term commitment to VARTA AG by the currently sole shareholder Montana Tech Components AG ("MTC") following completion of the IPO.
"We are even active in two attractive future markets: microbatteries and energy storage solutions. In light of our high technological expertise and the well-known VARTA brand, we are convinced that we can benefit from the growing markets and the global megatrends in our business areas. On the one hand, we see considerable growth opportunities in the markets for hearing aid microbatteries, which we market under the brand power one and as white label products, and rechargeable microbatteries for wireless premium headsets. On the other hand, we will also strive to use our successful technologies in the area of decentralized energy storage solutions because residential and commercial consumers will continuously store and use the electricity they produce on their own using renewable energy sources – and this development is not only expected to take place in Germany. This is the right time to seek capital for growth with an IPO and to meet the growing demand for our innovative technology," comments Herbert Schein, CEO of VARTA AG.
The IPO consists of a public offering in Germany and Austria as well as private placements with institutional investors in certain other jurisdictions outside of Germany and Austria. In the United States of America, the shares are being offered exclusively to qualified institutional investors as part of a private placement in accordance with Rule 144A under the United States Securities Act of 1933, as amended.
Offer period starts on November 18, 2016
The bookbuilding process will commence on Friday, November 18, 2016, and is expected to end on or before Tuesday, November 29, 2016. The price range has been set at EUR 9.00 to EUR 12.50 per share. The total base offering ("Base Offering") will consist of 12,000,000 to 16,666,666 newly issued ordinary non-par value bearer shares from a capital increase against contributions in cash, which was resolved at the Extraordinary General Meeting on November 16, 2016, with exclusion of subscription rights for existing shareholders ("New Shares"). Furthermore, up to 15% of the Base Offering may be placed at the offer price from the indirect shareholding of the currently sole shareholder MTC, through its subsidiary VGG GmbH, for the purpose of the over-allotment option ("Over-Allotment Shares"). The sale of the New Shares and Over-Allotment Shares will amount to a total of up to EUR 172.5 million. Following completion of the IPO, the free float will represent 28.9% to 36.0% of the issued share capital (prior to exercise of the over-allotment option) and 33.2% to 41.4% assuming full exercise of the over-allotment option. Including the gross primary proceeds of approximately EUR 150 million the market capitalization will amount to ca. EUR 416 million to EUR 520 million.
The announcement of the final offer price and the final number of Offer Shares is expected to be published on or before November 29, 2016 and in any event before commencement of trading. The listing and commencement of trading in VARTA AG shares is expected to take place on or before December 2, 2016.
The transaction is being accompanied by Jefferies International Limited and UniCredit Bank AG in cooperation with Kepler Cheuvreux as Joint Global Coordinators and Joint Bookrunners. HSBC Trinkaus & Burkhardt AG is also acting as a Joint Bookrunner, whereby Erste Group Bank AG will be responsible during the IPO as the Co-Lead Manager.
Long-term commitment to VARTA AG by MTC following completion of the IPO
VARTA AG is currently controlled by its sole shareholder MTC, which holds 100% of the shares in VARTA AG through its subsidiaries VGG GmbH and ETV Montana Tech Holding GmbH. As part of the offer, VARTA AG and MTC, through its subsidiaries, have committed to a lock-up agreement with a term of six and twelve months, respectively. In the subsequent six or twelve months, respectively, shares may only be sold after prior written consent of the Joint Global Coordinators. CEO Herbert Schein will be subject to the same selling restrictions as the above mentioned MTC subsidiaries, and CFO Dr. Michael Pistauer will be subject to the same selling restrictions as VARTA AG.
Use of proceeds to finance further growth
The expected gross proceeds of approximately EUR 150 million from the issuance of the New Shares are planned to be used to finance further growth and to develop business operations. In this context, the company specifically intends to use up to EUR 50 million of the net proceeds for internal investments, including a new large-scale automated battery assembly plant for Power Pack Solutions. The remainder is to be made available for selective acquisitions in the Energy Storage Solutions segment.
In the past three years, the Group, as if it already existed since 2013, increased its sales on average by 10.7% per year and expanded its operations in the Microbatteries segment while, at the same time, gaining ground in the new Energy Storage Solutions segment. The Group believes it is well positioned to benefit from current global megatrends by leveraging its technological expertise and the strong brand recognition, in particular among private consumers in the Energy Storage Solutions segment. These megatrends include the aging demographics of the global population, which is driving demand for hearing aids and therefore for hearing aid microbatteries, the increasing miniaturization and connectivity of electronic devices, which, in turn, need reliable, long lasting and small battery solutions, as well as the growing importance of renewable energy, whose storage requires decentralized stationary energy storage solutions.
CEO Herbert Schein explains: "We believe that the proceeds from the IPO will help us to further capitalize on current market opportunities. Changes such as miniaturization, increasing connectivity and rethinking energy policy are happening now, therefore today is the time to lay the foundations for future growth and profitability – and that is what we want to use the proceeds for."
Prospectus approved by Financial Supervisory Authority BaFin
Further information on the IPO is contained in the VARTA AG Securities Prospectus, which was approved today by the Federal Financial Supervisory Authority (BaFin).
The VARTA AG Securities Prospectus is available for downloading on the company's website at www.varta-ag.com in the Investor Relations section.
[1] VARTA AG and its primary operating subsidiaries, VARTA Microbattery GmbH and VARTA Storage GmbH, part of the Montana Tech Components Group, are not the sole successors of the former VARTA AG, having been split up into three parts in 2002, and, consequently, are not the sole owners of the VARTA trademarks. The two other independent successors of the former VARTA AG, Johnson Controls Hybrid and Recycling GmbH (previously VARTA Automotive GmbH and currently part of the Johnson Controls Group) and VARTA Consumer Batteries GmbH & Co. KGaA (currently part of the Spectrum Brands Group) continue to hold VARTA trademark rights for automotive and partly industrial batteries and consumer batteries, respectively.
[2] VARTA AG and its primary operating subsidiaries, VARTA Microbattery GmbH and VARTA Storage GmbH, part of the Montana Tech Components Group, are not the sole successors of the former VARTA AG, having been split up into three parts in 2002, and, consequently, are not the sole owners of the VARTA trademarks. The two other independent successors of the former VARTA AG, Johnson Controls Hybrid and Recycling GmbH (previously VARTA Automotive GmbH and currently part of the Johnson Controls Group) and VARTA Consumer Batteries GmbH & Co. KGaA (currently part of the Spectrum Brands Group) continue to hold VARTA trademark rights for automotive and partly industrial batteries and consumer batteries, respectively.
Disclaimer
This document and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell, or a solicitation of an offer to buy, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or pursuant to an available exemption from registration under the Securities Act. Neither VARTA Aktiengesellschaft (the "Company") nor any of its shareholders intends to register any securities referred to herein in the United States.
Any offer will be made exclusively through and on the basis of a prospectus that must be published in Germany, as supplemented by additional information related to the offer outside of Germany. No money, securities, or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.
This document does not constitute an offer document or an offer of securities to the public in the U.K. to which section 85 of the Financial Services and Markets Act 2000 of the U.K. applies and should not be considered as a recommendation that any person should subscribe for or purchase any securities as part of the Offer. This document is being communicated only to (i) persons who are outside the U.K.; (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) high net worth companies, unincorporated associations and other bodies who fall within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This document should not be published, reproduced, distributed or otherwise made available, in whole or in part, to any other person without the prior consent of the Company.
Jefferies International Limited, UniCredit Bank AG, HSBC Trinkaus & Burkhardt AG, Erste Group Bank AG and UniCredit Bank Austria AG are acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Jefferies International Limited is authorized and regulated by the Financial Conduct Authority. UniCredit Bank AG and HSBC Trinkaus & Burkhardt AG are authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht and also supervised by the European Central Bank. Erste Group Bank AG and UniCredit Bank Austria AG are authorized and regulated by the European Central Bank (ECB) and by the Austrian Financial Market Authority.
This document contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of the Company. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting the Company, and other factors. The Company does not assume any obligations to update any forward-looking statements.
