Advanced Energy announces GBP 19.50 per share offer to acquire XP Inc.

Advanced Energy (AEIS) announced a possible offer of GBP 19.50 per share in cash to acquire the entire issued and to be issued shares of XP Power Limited (XP), after submitting three, all-cash, proposals to the board of XP Power as set out below: On October 24, 2023, at GBP 17.00 per share in cash, valuing XP Power’s equity at GBP 339m; On November 5, 2023, at GBP 18.50 per share in cash, valuing XP Power’s equity at GBP 369m; and on May 7 at GBP 19.50 per share in cash, valuing XP Power’s equity at GBP 468M and reflecting the increased number of shares following XP Power’s November 6, 2023 equity raise executed at GBP 11.50 per share. Each of these proposals has been at a significant premium to the share price at the time of each respective proposal, but the board of XP Power unanimously rejected each of these proposals. Given the lack of engagement from the board of XP Power, Advanced Energy believes that XP Power’s shareholders should be made aware of the latest proposal. The company said the possible acquisition of XP Power is consistent with Advanced Energy’s growth strategy, but the company will remain price disciplined when considering any potential acquisitions, including the potential acquisition of XP Power. The total proposed consideration of the latest proposal is GBP 571M, based on the fully-diluted share count of 24M ordinary shares, reported net debt of GBP 103.4M at the end of March 31 and no further dividends to be declared or paid after this announcement. Advanced Energy intends to fund the acquisition with cash available on its balance sheet.