3W Power welcomes recommended public takeover offer to their shareholders by Andrem Power

Andrem Power is a company indirectly wholly owned by Nordic Capital Fund VII (“Nordic
Capital”).

The offer in brief
- Andrem intends to offer EUR 4.35 in cash per share in 3W Power
- The offer price represents a premium of approximately 40% to the volumeweighted average share price of the last 3 months and a premium of approximately 38% compared to the closing price (Xetra) on 21th February 2012
- 3W Power’s Board of Directors welcomes the public takeover offer and will, subject to review of the offer and its duties under applicable law, recommend the offer unanimously
- Core shareholders holding approximately 65% of 3W Power voting rights support the offer and have entered into share purchase or tender agreements with Andrem

Andrem and 3W Power have entered into a transaction agreement, which governs the relationship with Andrem and the Company's support with regard to the offer. Andrem has entered into share purchase or tender agreements with certain core shareholders totalling approximately 65% of 3W Power’s voting rights.

Under certain circumstances, the above-mentioned shareholders are entitled to terminate these share purchase or tender agreements.

“We see 3W Power / AEG Power Solutions as a strategically well-positioned platform in power management and energy efficiency products and systems as well as in the renewable energy market with strong growth prospects in the three business areas.

Nordic Capital is prepared to take the time and provide the resources needed to allow management to continue to transform the Company and build on its potential”, said Sönke Bästlein, Partner at NC Advisory, advisor to the Nordic Capital Funds.

3W Power’s Board of Directors welcomes the offer and will, subject to review of the offer and its duties under applicable law, unanimously recommend it to its shareholders for acceptance. The Board of Directors will make a separate statement with regard to the offer in accordance with §27 of the German Takeover Act (WpÜG).

“The offer by Andrem Power shows that Nordic Capital has recognized the strategic potential of our Company and we are looking forward to continuing the development of AEG Power Solutions together with Nordic Capital. We welcome the opportunity for our investors participating in the offer to realize their investment at an attractive premium to the current share price”, comments Horst J. Kayser, Chief Executive Officer of 3W Power and AEG Power Solutions. According to the terms of the transaction agreement, the offer will be conditional
upon the acquisition by Andrem Power of not less than 95% of the outstanding 3W shares (including all 3W shares subject to the share purchase or tender agreements), merger control clearance, non-occurrence of a material adverse change to certain of 3W’s financial conditions and other customary conditions.

The offer will be made following approval by the German Federal Financial Supervisory Authority (BaFin) and on, and subject to, the terms and conditions to be set out in the offer document. Under the transaction agreement, 3W Power has agreed to pay Andrem a cost coverage fee of up to EUR 3 million under certain circumstances, including if the Company’s Board of Directors changes its recommendation or if the 95% acceptance condition is not met.

The closing of the transaction is expected in the second quarter of 2012. After closing, Andrem Power intends to acquire all remaining 3W shares via a squeezeout procedure and delist 3W Power. 3W Power was advised by J.P. Morgan in this transaction, Debevoise & Plimpton LLP acted as legal counsel.