American Superconductor Corp. announced that it completed its previously announced acquisition of Windtec, which is now a wholly-owned subsidiary of American Superconductor, and is operated by the company's Power Electronic Systems business unit. Windtec, based in Klagenfurt, Austria, designs a variety of wind turbine systems from the ground up, and licenses these designs to third parties for an upfront fee and royalty payments for each installation of a Windtec-designed wind turbine system.
"This acquisition opens an important chapter in American Superconductor's history, positioning our company for strong additional sales in one of the most exciting growth sectors in energy today," said Greg Yurek, CEO and founder of American Superconductor. "Our company has been serving the wind market for more than three years with our D-VAR® and PowerModule power electronics products. We now will be able to offer a much more diverse and unique array of products and services - from the design and licensing of entire wind energy systems to turbine electrical systems to wind farm grid interconnection solutions. From a financial perspective, Windtec provides American Superconductor with a powerful revenue growth catalyst as well as an immediate source of strong cash flow."
The Windtec purchase price was 1.3 million shares of AMSC common stock, valued for accounting purposes at approximately $13.1 million based on a five-day average AMSC stock price of $10.08 per share at the time of signing definitive documents on November 28, 2006. The AMSC shares to be issued at the closing are subject to a lockup whereby the former sole owner and founder of Windtec, Gerald Hehenberger, may sell only a certain number of shares per year through January 2010. AMSC is not assuming any debt in the transaction.
The all-stock transaction also includes an earn-out opportunity with the potential for up to an additional 1.4 million shares of AMSC common stock to be issued to Hehenberger based on the achievement of certain revenue growth targets for the fiscal years ending March 31, 2008 through March 31, 2011. Hehenberger, a 20-year wind industry veteran, will remain with the company as Vice President and Managing Director of Windtec. The transaction includes the acquisition of Hehenberger's 27 patents and patents pending worldwide on wind turbine technology.
