Drammen, 10 February, 2012: Reference is made to enclosed joint announcement by Nera Telecommunications Limited (NeraTel) and Singapore Technologies Electronics Limited (ST Electronics), regarding the proposed acquisition of NeraTel by way of a scheme of arrangement ("the Transaction"). As part of the proposed Transaction, Eltek ASA (Eltek) has agreed to sell all its shares in NeraTel to ST Electronics for a consideration of approximately NOK 375 million. The proposed Transaction marks the final step in Eltek's strategic refocusing on its power electronics business.
The offer price is SGD 0.45 per share, equalling a market capitalization of SGD 162,853,650 (approximately NOK 750 million at the current exchange rate) on a 100% basis. Eltek's 50.05% holding equates to SGD 81,426,825 (approximately NOK 375 million). The offer is structured as a cash consideration of SGD 0.39 per share and a dividend of SGD 0.06 per share, payable upon completion of the Transaction.
Assets and liabilities affected by the Transaction will be reported as 'held for sale' per 31 December, 2011, at its carrying amounts. The proposed Transaction is expected to upon completion generate a net gain in Eltek's P&L but the size of this will not be known until closing of the Transaction, as this will depend on foreign currency development, net profit in the company up to closing and other factors.
The net proceeds from the Transaction will strengthen Eltek's financial platform to further develop its strong position within its core business segments. NOK 100 million of the net proceeds will, in accordance with the loan agreement, be used as an extraordinary repayment on existing term loan. The proposed Transaction will reduce Eltek's reported net debt by the difference between net proceeds and net cash in NeraTel. Net cash in NeraTel amounted to NOK 230 million per 30 September 2011.
The Transaction is structured as a Scheme of Arrangement, and will accordingly be subject to the approval in a shareholders' meeting of NeraTel and the approval (sanction) by the High Court of Singapore. Eltek has, subject to certain conditions, undertaken to vote in favour of the Transaction. The Transaction is also conditional upon regulatory approvals and certain other customary conditions. Rippledot Capital has been appointed by Eltek as financial adviser.
The Transaction is expected to be completed in July 2012.
Reference is made to the attached for further details.
For further information, please contact:
CFO Pål Skistad, Eltek ASA, tel: +47 908 50 378
Please see the enclosures to this release for more detailed information in accordance with the requirements set out in Section 3.4 of the Continuing Obligations for companies listed on the Oslo Stock Exchange.
About Eltek ASA:
Eltek is a strategic technology partner within power solutions through Eltek (power), and a regional supplier of transmission systems, satellite communications and infocomm systems through Nera Telecommunications. The Company reported revenue of NOK 4 billion in 2010, and has close to 2,700 employees in close to 40 countries. Following the divestment of Nera Networks, Eltek focuses on its core business in telecom power and power electronics solutions for industrial applications and renewable markets such as solar power and electric vehicles. Eltek is listed on Oslo Stock Exchange and headquartered in Drammen, Norway.
Nera Telecommunications offers radio transmission, satellite communications and infocomm equipment and services to the Asian markets. Headquartered in Singapore, NeraTel is 50.05 percent owned by Eltek ASA and separately listed on the Singapore Stock Exchange. The company counts more than 500 employees and reported revenue of NOK 834 million in 2010.
Attachment 2 - Joint Announcement (http://hugin.info/86881/R/1584703/495864.PDF)
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Eltek ASA via Thomson Reuters ONE