Aqualis ASA: extended stock exchange notice – purchase of 49.9 percent stake in ADLER Solar
Oslo, Norway, 4 September 2015 – This notice is prepared and published in accordance with sections 3.4.1 and 3.4.2 in Continuing Obligations for companies listed on Oslo Børs.
The transaction
Reference is made to Aqualis ASA’s (OSE: AQUA) announcement dated 2 September 2015, when the company announced that it would acquire a 49.9 percent stake in ADLER Solar, a technical and engineering service provider for the global solar industry.
The purchase price for a 49.9 percent ownership share in ADLER Solar is 3 million Euros. Of the 3 million Euros purchase price, 1 million Euros is payment for existing shares and 2 million Euros is new capital issued into ADLER Solar.
Following the transaction, ADLER Solar will be mainly equity financed and with a net cash position (cash and cash equivalents larger than external interest-bearing debt/financing).
Aqualis also has an option to acquire a further 10.1 percent of the company by April 2019, at the same price as the initial investment. The potential purchase of the 10.1 percent will either be settled in cash or alternatively all or part of the settlement in Aqualis shares at market value.
The transaction is expected to be closed in the third quarter 2015.
Adler Solar
ADLER Solar, headquartered in Bremen, Germany, is currently owned by Tajo Adler, co-founder of ADLER Solar; Gerhard Cunze, CEO and co-founder of ADLER Solar; and D2D4 GmbH, a company owned and controlled by Klaus Meier, who is the majority owner of one of Germany’s leading EPIC companies in the windmill industry.
After closing of the transaction, the shareholders in ADLER Solar will be Aqualis ASA (49.9%), Gerhard Cunze (40.1%), and D2D4 (10%).
ADLER Solar is a leading full service provider for the solar power industry. The company offers an extensive spectrum of technical and engineering services for the entire lifecycle of photovoltaic (PV) power plants. It provides a modular and full-service approach for all phases of the lifecycle of PV plants and PV modules.
The company was founded in 2009 and today employs 100 people, including worldwide operating service teams and PV experts. It is based in Germany, but is engaged in projects all over Europe as well as in the USA, South Africa, Asia and the Middle East. Clients include solar energy plant manufacturers and operators, insurance companies, PV experts, project planners, wholesalers, installers, investors and banks and energy providers.
ADLER Solar’s business is compiled of three main revenue streams: technical field service (approximately 40% of net sales), after sales services (approximately 20% of net sales) and technical expert reports for insurance companies (approximately 20% of net sales). As a full service provider for the solar industry, revenues are also generated through testing, logistics/warehousing and other services (in total approximately 20% of net sales).
Technical field service is the main pillar of the business and basically reflects the recall business for manufacturers. After sales services reflects the ongoing customer service for First Solar products. Technical experts’ reports are mainly provided on behalf of insurance companies in the course of damage events.
ADLER Solar’s headquarter is in Bremen, Germany, where it also has a service centre. The company also has an office and service centre in Anzing, near Munich. It also has a joint venture in Japan with YKD Co. Ltd.
In 2014, ADLER Solar had revenues of 11 million Euros with a normalized EBITDA of 2.1 million Euros.
The senior management in ADLER Solar consists of Gerhard Cunze (CEO), Klaus Peter Fuss (COO), and Tobias Brack (CTO)
In line with normal procedure for smaller GmbH legal entities in Germany, the company has not had a board of directors. All major mandates have been granted by the annual general assembly to the CEO, who is also a major shareholder of the company.
The significance of the transaction for Aqualis
Since its inception in 2009, ADLER Solar has quickly built up a reputation as one of the top technical and engineering service provider for the solar industry in Germany.
The acquisition of ADLER Solar offers Aqualis access to the rapidly growing solar energy sector both in Germany and elsewhere in Europe and worldwide markets.
In 2009, there was approximately 10 000 MWp of new PV installations worldwide. By 2014, the same figure had more than quadrupled to approximately 42 000 MWp.
ADLER Solar aims to further grow the company’s presence in its home market in Germany and its footprint in emerging solar power markets internationally. Aqualis will also look at ways of utilizing its widespread international presence to help fast track further global expansion for ADLER Solar.
Aqualis is well established within oil and gas through AqualisBraemar and in the offshore wind market through Offshore Wind Consultants. The acquisition of ADLER Solar gives the company a strategic third leg to stand on in another attractive market.
By having a broader product and service portfolio and access to – and a strong foothold in – the oil and gas, offshore wind and solar power markets, the Aqualis group will be less vulnerable to both seasonal and market fluctuations in individual industry sectors. This will reduce the company’s reliability on individual customers and markets, thereby offering shareholders of Aqualis a larger degree of predictability going forward.
Aqualis ASA (OSE: Aqua) is a public company that, through its subsidiaries, offers marine and engineering consultancy services to the offshore oil, gas and renewable sectors globally. The group employs 230 experienced consultants across 16 offices in 11 countries worldwide. Aqualis ASA operates under two different brands: AqualisBraemar and Offshore Wind Consultants. AqualisBraemar is a specialized offshore marine and engineering consultancy firm, focusing on the shallow and deep-water offshore segments of the oil and gas industry. Offshore Wind Consultants is a globally focused consultancy providing independent services to the offshore renewables industry.
Please see attached document for key financial figures for ADLER Solar, and attached presentation that includes further details about both ADLER Solar and the Aqualis group.
Aqualis ASA and Adler Solar 4 September 2015
ADLER Solar key financial figures