UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 24, 2010
Advanced Energy Industries, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-26966
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84-0846841 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 1625 Sharp Point Drive, Fort Collins, Colorado
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80525 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (970) 221-4670
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On March 24, 2010, Advanced Energy Industries, Inc. (“Advanced Energy”) entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Neptune Acquisition Sub, Inc.
(“Acquisition Sub”), an Oregon corporation and wholly-owned subsidiary of Advanced Energy,
and PV Powered, Inc., an Oregon corporation (“PV Powered”). Pursuant to the Merger
Agreement, Advanced Energy will acquire PV Powered, a leading solar inverter company based in Bend,
Oregon, through a reverse triangular merger, whereby Acquisition Sub will merge with and into PV
Powered, with PV Powered being the surviving corporation and a wholly-owned subsidiary of Advanced
Energy (the “Merger”).
Under the terms of the Merger Agreement, upon the closing of the Merger, shareholders of PV Powered
will receive cash in the amount of $35,000,000 minus certain closing date indebtedness and
unsatisfied transaction costs, plus $15,000,000 in shares of common stock of Advanced Energy.
Additional cash consideration in an amount of up to $40,000,000 is payable to the shareholders of
PV Powered if certain financial targets are met during the period between the closing and December
31, 2010. Advanced Energy has covenanted to file a registration statement within 60 days of the
closing of the Merger to register the public resale of the shares issued to the shareholders of PV
Powered in the Merger.
The Merger Agreement and the Merger were approved by the boards of directors of each of Advanced
Energy, Acquisition Sub and PV Powered. The consummation of the Merger is subject to customary
closing conditions, including, but not limited to, obtaining the approval of the shareholders of PV
Powered, the expiration or early termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976, and the absence of any development or event
since the date of the Merger Agreement that has or would reasonably be expected to result in a
material adverse effect on either PV Powered (in the case of Advanced Energy’s obligation to close)
or Advanced Energy (in the case of PV Powered’s obligation to close).
The Merger Agreement contains a customary non-solicitation provision restricting PV Powered with
respect to its rights to negotiate or enter into other acquisition or sale transactions before the
closing of the Merger. In addition, Advanced Energy, Acquisition Sub and PV Powered each made
customary representations, warranties and covenants in the Merger Agreement. The Merger Agreement
contains certain termination rights for both Advanced Energy and PV Powered.
The Merger Agreement has been included to provide investors and security holders with information
regarding its terms. It is not intended to provide any other factual information about Advanced
Energy. The representations, warranties and covenants contained in the Merger Agreement were made
only for purposes of such agreement and as of specific dates, were solely for the benefit of the
parties to such agreement, and may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures exchanged between the parties in
connection with the execution of the Merger Agreement. The representations and warranties may have
been made for the purposes of allocating contractual risk between the parties to the agreement
instead of establishing these matters as facts, and may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to investors. Investors are
not third-party beneficiaries under the Merger Agreement and should not rely on the
representations, warranties and covenants or any descriptions thereof as characterizations of the
actual state of facts or condition of Advance Energy, PV Powered, or Acquisition Sub or any of
their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of
the representations and warranties may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in Advanced Energy’s public disclosures.
PV Powered, founded in 2003, is a rapidly growing, privately owned solar inverter company based in
Bend, Oregon. PV Powered utilizes certain proprietary inverter technology to develop and produce
lines of commercial, utility and residential solar inverters.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified
in its entirety by the actual terms of the Merger Agreement, which is attached as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated herein by reference.