DJ DGAP-Adhoc: Helikos S.E.: HELIKOS S.E., A NEWLY FORMED SPECIAL PURPOSE ACQUISITION COMPANY ('SPAC') ANNOUNCES EUR250 MILLION OFFERING
DJ DGAP-Adhoc: Helikos S.E.: HELIKOS S.E., A NEWLY FORMED SPECIAL PURPOSE ACQUISITION COMPANY ('SPAC') ANNOUNCES EUR250 MILLION OFFERING
Helikos S.E. / IPO/IPO
12.01.2010
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Not for release, publication or distribution in the United States, Canada,
Australia or Japan
Frankfurt, 12 January 2010. Helikos SE, a newly formed Special Purpose
Acquisition Company ('SPAC') incorporated in Luxembourg, today announces
its intention to raise EUR250 million in an Initial Public Offering on the
Frankfurt Stock Exchange ('FSE').
Helikos has been established by WENDEL, Prof. Dr. Dr. h.c. Hermann Simon
and Roland Lienau for the exclusive purpose of investing in a German
Mittelstand company that is or has the potential to become a Hidden
CHAMPION. Hidden Champions are companies with annual sales of less than
EUR3 billion, that rank among the top 3 worldwide or are no. 1 on their
continent, and that are usually not well known to the general public.
Helikos will benefit from the experience and relationships of Prof. Dr. Dr.
h.c. Hermann Simon, a PIONEER href='/Pioneer_Corporation-JP3780200006.html'>Pioneer of the Hidden Champion concept who has
studied such companies and the reasons for their success for over 30 years,
identifying more than 1,200 Hidden Champions in Germany alone.
Helikos will seek to invest in a company with an enterprise value of
between EUR300 million and EUR1 billion, with the ambition to become a
long-term partner and to contribute meaningfully to the target company's
future development and value creation.
A business combination with Helikos will offer a target company the
opportunity to access new financing and become publicly traded without
undertaking a traditional IPO, an attractive and innovative financing
alternative in an IPO market that has become increasingly difficult for
many mid-sized companies.
Helikos is sponsored by three founding shareholders:
* Wendel is a family-controlled European listed investment company with
more than 300 years of history and a 30-year track record of successful
industrial investments. Wendel is the reference shareholder in a core
portfolio of eight listed and private companies with a total value of more
than EUR7 billion, including leading companies such as Saint Gobain, Bureau
Veritas and LEGRAND. Wendel's investment philosophy is to focus on helping
global companies that are leaders in their respective markets build
long-term value. Wendel will provide Helikos with access to its
deal-sourcing network, a team of investment professionals and technical
assistance to successfully structure and execute a business combination, as
well as to the know-how gained through a long history of investing in
portfolio companies to contribute to their long-term success.
* Prof. Dr. Dr. h.c. Hermann Simon is the founder and Chairman of
Simon-Kucher & Partners Strategy and Marketing Consultants, a leading
global consulting firm established in 1985, and the author of a series of
books and studies on 'Hidden Champions'. He brings with him over 30 years
of advisory and research experience, as well as established relationships
with German mid-sized companies.
* Mr. Roland Lienau is a Managing Director of Wendel and member of Wendel's
Investment Committee. Previously, he was co-head of German Equity Capital
Markets for Deutsche Bank, and benefits from 20 years of German primary and
secondary equity capital markets experience.
Helikos is initially offering 25 million units at a price of EUR10.00 each.
Each unit will consist of one share and one warrant to subscribe for one
share. The warrant will have an exercise price of EUR9.00 and will be
exercisable on a cashless basis. Helikos intends to list its shares and
warrants on the Frankfurt Stock Exchange under the symbols HIT and HIT1
respectively.
Helikos' founding shareholders will commit a EUR10.0 million 'at risk'
investment through the purchase of 10 million warrants in a private
placement. Such warrants will expire worthless in the event Helikos is
unable to make an acquisition.
Following the IPO, approximately EUR250 million will be deposited in an
interest bearing escrow account. Helikos will be required to seek
shareholders' approval before being able to complete a business
combination. At the time Helikos seeks shareholder approval of a proposed
business combination, it will offer each public shareholder the right to
have its shares redeemed for a pro rata share of the escrow account if the
public shareholder votes against the business combination but the business
combination is nonetheless approved and completed. In the event that
Helikos fails to make an acquisition within 24 months of the IPO (or 30
months, in the case that a letter of intent is signed within 24 months),
Helikos will take steps to liquidate itself and distribute to public
shareholders a pro rata portion of the proceeds held in the escrow account.
Deutsche Bank AG is acting as the Sole Bookrunner and Manager, HSBC
Trinkaus & Burkhardt AG is acting as Co-Bookrunner, I-Bankers Securities,
Inc is acting as Co-Manager and Montana Partners GmbH is acting as Selling
Agent.
Information and Explaination of the Issuer to this News:
Australia or Japan.
This document is not an offer for sale of securities of Helikos SE in the
United States or in any other jurisdiction. Securities of Helikos SE may
not be sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended. Helikos SE
does not intend to register any portion of the offering in the United
States or to conduct a public offering of its securities in the United
States.
With respect to the United Kingdom, this communication is only directed at
(i) persons who are outside the United Kingdom, (ii) to investment
professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (iii)
high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as ' relevant persons'). The securities
described herein 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 communication or any of its
contents.
This document does not constitute a prospectus. Only the prospectus
contains the information for investors required under statutory provisions.
In connection with the offering described herein, a prospectus prepared in
accordance with European Directive 2003/71/EC has been approved by the
Commission de Surveillance du Secteur Financier of Luxembourg. The
prospectus is available on the website of Helikos SE
(www.helikosgroup.com). Printed copies are available free of charge from
Helikos SE, 115, avenue Gaston Diderich, 1420 Luxembourg.
Company Contacts:
Stefanie Schusser
s.schusser@helikosgroup.com
Tel: +49 (0) 89-32657590
Deutsche Bank Contacts:
Georg Hansel
georg.hansel@db.com
Tel: +44 (0) 207 545 4424
12.01.2010 Ad hoc announcement, Financial News and Media Release distributed by DGAP.
Media archive at www.dgap-medientreff.de and www.dgap.de
Language: English
Company: Helikos S.E.
Avenue Gaston Diderich
1420 Luxemburg
Luxemburg
Phone: +352 2600 3181
Fax:
E-mail:
Internet:
ISIN: LU0472835155
WKN: A0YF5P
Listed: Regulierter Markt in Frankfurt (General Standard)
Notierung vorgesehen / Designated to be listed
End of News DGAP News-Service
(END) Dow Jones Newswires
January 12, 2010 01:30 ET (06:30 GMT)