PRIMEPULSE prepares for its IPO

Transcription

1 PRIMEPULSE prepares for its IPO NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. Page 1 of 5 - PRIMEPULSE SE ( PRIMEPULSE ), a technology-oriented holding company, is planning an initial public offering on the Frankfurt Stock Exchange s regulated market (Prime Standard) in the fourth quarter of PRIMEPULSE is a digitalization and growth platform that actively supports its portfolio companies in reaching their long-term organic and inorganic growth goals, assisting in the area of digital transformation and serving as a financing partner. Beate Rosenfeld Head of Group Brand & Communication Phone Beate.rosenfeld@primepulse.de PRIMEPULSE SE Hermann-Sack-Straße München PRIMEPULSE benefits from the large availability of investment opportunities among German mid-sized companies, arising from the increasing challenges for companies as part of digitalizing business processes and solving the problems associated with corporate succession. - To implement the growth strategy, PRIMEPULSE intends to issue new shares as part of a capital increase with gross issuing proceeds of about 250 million euro (primary offering); the offering includes a greenshoe option of 15% of the base deal. The greenshoe option will be served from the PRIMEPULSE SE principal shareholders shares. The principal shareholders, Stefan Kober, Raymond Kober, and Klaus Weinmann, will remain majority shareholders after the IPO. - The issue proceeds are to be used primarily for the acquisition of portfolio companies as part of a buy-build-develop strategy. Munich PRIMEPULSE SE ( a dynamically growing, technologyoriented holding company based in Munich, is preparing for an IPO on the regulated market (Prime Standard) at the Frankfurt Stock Exchange in the fourth quarter of PRIMEPULSE s investment focus is on companies that stand out for their high technological competence, their activities in sustainable markets, and business models that have the potential, through optimization and digitalization of business processes, to achieve or enhance market leadership. The investment portfolio includes various industries and companies that are particularly active in the areas of IT cloud

2 transformation, vision technology, electronics, e-business, automotive, gardentech, and air technology; the PRIMEPULSE Group pools them in the Technology and tech-enabled Industry clusters. Page 2 of 5 The PRIMEPULSE Group has accelerated its growth in the last few years with numerous successful acquisitions was a year of dynamic growth for PRIMEPULSE, and that growth continued in More than ten acquisitions in 18 months moved us to the next level and made us a growth and digitalization platform, says Klaus Weinmann, cofounder, CEO, and Chairman of PRIMEPULSE SE. In order to build on its strong market position, the company is using its IPO to create the framework conditions for expansion by means of acquiring attractive companies or parts of companies and thus for future growth. PRIMEPULSE SE is pursuing a buy-builddevelop strategy. This strategy entails both new platform acquisitions and add-on acquisitions at the level of existing portfolio companies and is aimed at refining portfolio companies and actively supporting them in the implementation of their innovation and digitalization strategies and thus the achievement of their growth goals. Business model and competitive advantage The founders of CANCOM bundle their extensive management and transformation experience as business leaders of CANCOM and the AL-KO Group, both of which are internationally active. The PRIMEPULSE founders years of experience in successful family-managed business, proven digitalization competence, and personal and business networks provide trustworthy direct access to mid-sized companies. Access to companies that are ready for sale is a decisive precondition for building and expanding a promising, high-quality investment portfolio. The strong focus on investment in technology-driven mid-sized companies also provides attractive potential for increasing value. PRIMEPULSE SE s activities focus on growth, sustainable performance, and long-term entrepreneurial prospects. Strong business development In the first half of 2018, PRIMEPULSE group realized consolidated revenues of million euro (h1/ million euro). Compared to the same period of the previous year consolidated revenues grew by million euro or about 78 percent. The revenue increase reflects the successful execution of PRIMEPULSE s inorganic growth strategy. In the reporting period (h1/2018) PRIMEPULSE group achieved a consolidated EBITDA of about 39.9 euro (h1/ million euro). Growth potential German mid-sized companies are currently facing two big challenges: dealing with digitalizing business models and corporate succession. The direct and usually personal access the PRIMEPULSE founders have to mid-sized companies provides promising growth opportunities. The founders entrepreneurial experience and expertise in the area of digitalization and IT (CANCOM) allows PRIMEPULSE to contribute significantly to increasing the value of its portfolio companies. PRIMEPULSE serves as a digitalization and growth platform for its portfolio companies and thus plays a key role in achieving

3 synergy potential among those companies, promoting the growth of the entire PRIMEPULSE Group. Page 3 of 5 Experienced management team The PRIMEPULSE founder and management team has many years of experience and extensive knowledge of digitalization and business transformation. This is demonstrated by CANCOM SE s impressive development from an IT reseller to a cloud and managed service provider with more than one billion euro of market capitalization and by the successful corporate succession and realignment of the AL-KO Group. These entrepreneurial achievements and the extensive capital market experience from CANCOM SE s 19 years as a listed company and the 2018 STEMMER IMAGING AG IPO impressively reflect PRIMEPULSE s management abilities and competencies. Key features of the IPO The PRIMEPULSE Group expects gross issue proceeds from the IPO of around 250 million euro. The issue proceeds are to be used primarily to acquire more controlling stakes and to enhance existing investments to strengthen PRIMEPULSE s market position. Klaus Weinmann explains the decision to go public as follows: We want to take advantage of our attractive investment opportunities quickly, systematically advancing the development of the PRIMEPULSE Group and our portfolio companies. We have set ourselves the goal of continued strong growth and see great growth potential both for investment in companies and for our portfolio companies markets, such as industrial automation and IoT. We intend the IPO to promote ambitious growth and significantly enhance our visibility in the market. At the same time, we offer our future shareholders the chance to invest in the development of the promising German hidden champion SMEs in our investment portfolio. At the time of publication of this notice, the principal shareholders, Stefan Kober, Raymond Kober, and Klaus Weinmann (via ABCON Holding GmbH), control around 98% of PRIMEPULSE SE shares. They will remain majority PRIMEPULSE SE shareholders after the IPO, even if the overallotment option is exercised. A lock-up period of 12 months applies to all PRIMEPULSE SE shares which are held by the principal shareholders, the managing directors, and members of upper management, and not subject to the overallotment option. Further details concerning the planned IPO will be disclosed when the securities prospectus is published. Deutsche Bank Aktiengesellschaft and Hauck & Aufhäuser Privatbankiers Aktiengesellschaft will act as the joint global coordinators and joint bookrunners. Mainfirst Bank Aktiengesellschaft will act as joint bookrunner. About PRIMEPULSE PRIMEPULSE is a dynamic global investment holding based in Munich. Its focus is on technology-oriented companies in promising business areas. The PRIMEPULSE portfolio currently covers the areas of IT cloud transformation, vision technology,

4 electronics, ebusiness, automotive, gardentech and air technology. PRIMEPULSE pursues a long-term, value-oriented investment approach and sees itself as a strategic partner of its Group companies, actively supporting them in their growth ambitions. Behind PRIMEPULSE are Klaus Weinmann, Raymond Kober and Stefan Kober, the founders of TecDAX-listed CANCOM SE with over 25 years of digital expertise. Page 4 of 5 Important Notice This announcement does not contain or constitute an offer to sell, nor a solicitation to buy or subscribe for securities. This announcement is not a prospectus. Potential investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of the information contained in the prospectus to be issued by the Company in connection with the public offering of such securities (including any supplements thereto). The prospectus will, following approval by the German federal financial supervisory agency (Bundesanstalt für Finanzdienstleistungsaufsicht BaFin) and publication, be available free of charge from the PRIMEPULSE SE (Hermann-Sack-Straße 3, Munich, Germany), and on the website of PRIMEPULSE SE ( This announcement is not an offer of securities for sale in the United States of America (the United States ). Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the Securities Act ). Any public offering of securities to be made in the United States would be made by means of a prospectus that could be obtained from the Company and that would contain detailed information about the Company and its management, as well as the financial statements of the Company. There will be no public offer of the securities in the United States. In the United Kingdom, this information is directed at and/or for distribution only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order ), or (ii) high net worth companies falling within article 49(2)(a) to (d) of the Order (all such persons are collectively referred to herein as relevant persons ). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this information or any of its contents. Subject to certain exceptions under the Securities Act, the securities referred to herein may not be offered or sold in the United States of America, Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of the United States of America, Australia, Canada or Japan. Some of the information in this announcement may contain projections or other forwardlooking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as "expect," "believe," "anticipate," "estimate," "intend," "will," "could," "may" or "might," or, in each case, the negative of such terms or other similar expressions. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from

5 those contained in our projections or forward-looking statements, including, among others, general economic conditions, our competitive environment, risks associated with our industry, as well as many other risks specifically related to the Company and its operations. Page 5 of 5