Announcing the Acquisition of AEG Power Solutions (English)
Guernsey – July 23, 2009 – Germany1 Acquisition Limited (Euronext: GAL1S, “Germany1”), a special purpose acquisition company (“SPAC”), has signed an agreement to acquire 100% of the shares of AEG Power Solutions B.V. (“AEG PS”) for cash and shares assuming an enterprise value of €532 million.
The base consideration payable to the sellers consists of (i) €200 million in cash and (ii) 19,208,955 registered convertible shares in Germany1. The consideration will be adjusted to account for closing date net cash and working capital and is also subject to an earn-out in cash and convertible shares of Germany1 valued at up to €50 million based on the achievement of certain performance targets with respect to fiscal years 2009, 2010, and 2011. Germany1 will shortly post a proxy statement on its website (www.gal1.de) and call for an annual general meeting of its shareholders to consider and vote upon its proposals.