Westborough, MA, Jan. 8, 2007 — American Superconductor Corp., an energy technologies company, announced that it completed its previously announced acquisition of Windtec on Jan. 5, 2007. Windtec, now a wholly-owned subsidiary of American Superconductor, 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. Windtec also provides consulting services for its licensees who want to upgrade or optimize their wind turbine systems. Windtec’s customers and targeted markets are typically industrial equipment manufacturers and engineering construction companies in growing economies seeking to become manufacturers of wind turbine systems.
For the 12 months ending December 31, 2006, Windtec estimates that its total revenues were approximately $13 million and its net income was approximately $1 million, or eight percent of revenues. This is up from $2.7 million in revenues and a break-even bottom line for the 12 months ended December 31, 2005. As of January 5, 2007, Windtec had approximately $35 million of existing backlog, more than $20 million of which AMSC expects to recognize as revenues in fiscal 2008, ending March 31, 2008. AMSC expects profit margins on the future sales will increase over Windtec’s historical levels. Going forward, Windtec’s financial results will be reported as part of AMSC’s power electronic systems business unit.
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 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.
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