ABB(NYSE: ABB), the leading power and automation technology group, and Power-One, Inc. (NASDAQ: PWER), a leading provider of renewable energy and of energy-efficient power conversion and power management solutions, announced that their boards of directors have agreed to a transaction in which ABB will acquire Power-One for $6.35 per share in cash or $1,028 million equity value.
The transaction would position ABB as a leading global supplier of solar inverters – the “intelligence” behind a solar PV system – to a market forecasted by the International Energy Agency to grow by more than 10 percent per year until 2021. This rapid growth is being driven by rising energy demand, especially in emerging markets, rising electricity prices and declining costs.
“Solar PV is becoming a major force reshaping the future energy mix because it is rapidly closing in on grid parity,” said ABB’s CEO, Joe Hogan. “Power-One is a well-managed company and is highly regarded as a technology innovator focusing on the most attractive and intelligent solar PV product. The combination of Power-One and ABB is fully in line with our 2015 strategy and would create a global player with the scale to compete successfully and create value for customers, employees and shareholders.”
Power-One has one of the market’s most comprehensive offerings of solar inverters, ranging from residential to utility applications, and a broad global manufacturing footprint. It also has a power solutions portfolio that is adjacent to ABB’s power conversion business. Power-One employs almost 3,300 people, mainly in China, Italy, the US and Slovakia. In 2012, it generated $120 million in earnings before interest, taxes, depreciation and amortization (EBITDA) on sales of approximately $1 billion.
“This transaction delivers significant value to our shareholders and will enable Power-One to accelerate its growth,” said Richard J. Thompson, CEO of Power-One. “Together we can better address the growing worldwide demand for innovative, renewable energy solutions and strengthen our global leadership. I believe ABB is the right partner and now is the ideal time for our companies to join forces.”
ABB’s leading portfolio in power and automation, global footprint and service organization make it a natural player in solar PV. For many years ABB has brought its solutions to the solar PV industry and is on track to generate sales of more than $100 million in solar inverters in 2013. Solar inverters are one of the fastest-developing technologies in power electronics, requiring substantial research and development (R&D) resources. In 2012, ABB invested about $1.5 billion in R&D overall.
“The combination of these two successful companies will create significant value-driven growth based on innovation – which means inverters offer opportunities for differentiation – global reach, high quality and technology leadership,” said Ulrich Spiesshofer, head of ABB’s Discrete Automation and Motion division, into which Power-One will be integrated. “The acquisition supports the implementation of the division’s strategy for renewable energy and the goal to build on our strength in power electronics.”
The transaction is structured as a merger and is subject to the satisfaction of customary closing conditions, including approval of Power One's shareholders at a special meeting and receipt of customary regulatory approvals. The merger agreement contains certain agreed deal protection mechanisms. Investment funds affiliated with Silver Lake Sumeru have entered into an agreement to vote in favor of the transaction. The transaction is expected to close in the second half of 2013. ABB will finance the transaction out of its own funds.
Credit Suisse acted as financial advisor to ABB, and Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor. Goldman Sachs & Co. acted as financial advisor to Power-One, and Gibson, Dunn & Crutcher LLP as legal advisor.
