Power-One's Stockholders Approve Acquisition by ABB Ltd.
July 23 2013 - 11:14AM
Power-One, Inc. (Nasdaq:PWER), a leading provider of renewable
energy and energy-efficient power conversion and power management
solutions, announced that at its special meeting of stockholders
held today, the stockholders approved the adoption of the merger
agreement, pursuant to which ABB (NYSE:ABB) will acquire Power-One
for $6.35 per share of Power-One common stock.
According to the final tally of shares voted, approximately 98.0
percent of the shares voting at today's meeting voted in favor of
the proposal to adopt the merger agreement. These shares
represented approximately 73.3 percent of the total outstanding
shares of Power-One common stock as of the June 18, 2013 record
date for the meeting. All of the issued and outstanding shares of
the Company's Series C Junior Participating Convertible Preferred
Stock voted in favor of the proposal to adopt the merger agreement.
In addition, the stockholders also approved the nonbinding advisory
compensation proposal included in the proxy statement filed on June
20, 2013.
As previously announced, on April 21, 2013, ABB agreed to
acquire Power-One in an all-cash transaction valued at
approximately $1.0 billion.
The transaction has already received the required antitrust
approvals and Power-One and ABB expect to complete the transaction
by the end of this week.
About Power-One
Power-One is a leading provider of renewable energy and
energy-efficient power conversion and power management solutions
and is the world's second largest designer and manufacturer of
photovoltaic inverters. Its renewable energy products enable the
industry's highest yielding conversion of power from solar arrays
for use by utilities, commercial enterprises and homes. Power-One
has a 40 year history as the leader in high efficiency and high
density power supply products for a variety of industries including
Renewable Energy, Servers, Storage & Networking, Industrial and
Network Power Systems. The company is headquartered in Camarillo,
CA and has global sales offices, manufacturing, and R&D
operations in Asia, Europe, and the Americas. Power-One is traded
on NASDAQ under the ticker symbol PWER. For more information,
please visit www.Power-One.com.
About ABB
ABB (www.abb.com) is a leader in power and automation
technologies that enable utility and industry customers to improve
their performance while lowering environmental impact. The ABB
Group of companies operates in around 100 countries and employs
about 145,000 people. In the United States, ABB had revenues of
$6.7 billion and its workforce grew to nearly 20,000 employees in
2012.
Important Information Regarding Forward-Looking
Statements
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, among others,
statements regarding the expected synergies and benefits of a
potential combination of Power-One and ABB, including the effect on
Power-One's operations, business, economic and political
environment. Actual results may be materially different from any
future results expressed or implied by such forward-looking
statements. Among other risks and uncertainties, there can be no
guarantee that the acquisition will be completed, or if it is
completed, that it will close within the anticipated time frame.
Additional risks and uncertainties relating to the acquisition
include: (1) conditions to the closing of the transaction may not
be satisfied or waived; (2) the transaction may involve unexpected
costs, liabilities or delays; (3) Power-One's business may
suffer as a result of uncertainty surrounding the transaction;
(4) the outcome of any legal proceedings related to the
transaction; (5) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger
Agreement; (6) the ability to recognize benefits of the
transaction; (7) risks that the transaction disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the transaction; and (8) other risks
to consummation of the transaction, including the risk that the
transaction will not be consummated within the expected time period
or at all. For a discussion of relevant factors, risks and
uncertainties that could materially affect Power-One's future
results, attention is directed to "Item 1A. Risk Factors" and "Item
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations" in its Annual Report on Form 10-K for
the year ended December 30, 2012 and in all reports on Forms
10-Q and 8-K filed with the Securities and Exchange Commission by
Power-One subsequent to the filing of its Form 10-K for the year
ended December 30, 2012. Power-One undertakes no obligation to
publicly release any revisions to any forward-looking statements
contained in this press release to reflect events or circumstances
occurring after the date of this release or to reflect the
occurrence of unanticipated events.
CONTACT: Investor Relations Contact:
Larry Clark
Investor Relations for Power-One
Investor.Relations@Power-One.com
(310) 478-2700 ext. 29
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