Bilfinger Berger acquires industrial and power plant services provider MCE
October 06, 2009
This communication and the information contained herein are not for distribution in the United States of America or Japan.
October 6, 2009
Bilfinger Berger acquires industrial and power plant
services provider MCE
- Significant expansion of services business
- Leading position in Europe solidified
- Financing mainly through capital increase
Bilfinger Berger is continuing the expansion of its services business with a major takeover: through the acquisition of 100 per cent of the shares in industrial and power services provider MCE, headquartered in Linz, Austria, Bilfinger Berger's Industrial Services and Power Services divisions grow significantly, further strengthening their leading position in Europe. As of December 31, 2008, the MCE Group employed more than 6,500 staff and generated an output volume of approximately €900 million, an EBIT margin of approximately 5 percent and an EBIT of approximately €45 million. The purchase price amounts to €350 million and the sellers are Deutsche Beteiligungs AG as well as funds managed by them. The acquisition is subject to merger clearance being granted by the European Commission. Financing of the purchase price will be carried out mainly through a capital increase with subscription rights for shareholders of Bilfinger Berger.
Like Bilfinger Berger Industrial Services and Bilfinger Berger Power Services, MCE is focused on the design, construction and maintenance of facilities in the process industry and the energy sector. The broad range of services includes piping, mechanical components as well as measurement and control technology. As a full-service provider, MCE undertakes the management of maintenance activities for entire industrial locations, also on an outsourcing basis. MCE's activities are centered in Austria and Germany. The company maintains long-term relationships to key industrial companies and energy providers.
"MCE is an excellent addition to our existing services units. We are expanding our range of services and our client base. The acquisition further strengthens Bilfinger Berger's leading position as a provider of industrial and power services", says Executive Board Chairman Herbert Bodner.
The services business has been a profitable growth area at Bilfinger Berger for years. The Industrial Services and Power Services divisions have proven robust in the face of the economic crisis. Bilfinger Berger is also very positive about the outlook for the future in the Services segment.
To partially finance the acquisition, the Executive Board of Bilfinger Berger AG, with the consent of the Supervisory Board, has made use of the authorization granted by the Annual General Meeting from May 7, 2009 and has resolved to implement a capital increase with subscription rights for shareholders at a ratio of 1 for 4. Partially using authorized capital, the Company's share capital will be increased through the issue of about 8.8 million new, no-par value bearer shares. This corresponds to approximately 25 percent of the share capital existing prior to the increase. A consortium of banks consisting of Commerzbank, Deutsche Bank and BNP Paribas has committed to underwrite the new shares at a subscription price of €30.60 and to offer them to entitled shareholders in accordance with the terms set out in the rights offering. The subscription period is expected to run from October 7, 2009 to October 20, 2009. Gross proceeds from the issue in the amount of approximately €270 million will be used by Bilfinger Berger to partially finance the acquisition of MCE and to maintain the financial flexibility of the Group.
This notice does not constitute an offer to sell or a solicitation to buy securities in Bilfinger Berger AG.
This notice is neither an offer to sell nor a solicitation to buy securities in the United States of America. Securities may only be sold or offered for sale in the United States of America once they have been registered in accordance with the provisions of the US Securities Act of 1933, as amended, or are exempt from registration. No such registration is planned.
The information contained in this notice is not intended for publication or distribution to or in the United States of America or Japan and constitutes neither an offer to sell nor a solicitation to buy securities in the United States of America or Japan.
This communication is directed only to persons who (i) are outside of the United Kingdom or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Article 49(2) (a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
