NORTHVILLE, Mich. and ODELZHAUSEN, Germany — Amerigon Inc. has entered into a purchase agreement with shareholders representing 75.6 percent of the voting shares of W.E.T. Automotive Systems, a publicly-traded German company located in Odelzhausen, Germany.
Amerigon’s principal product is its proprietary Climate Control Seat (CCS) system, a solid-state, TE-based system that permits drivers and passengers of vehicles to individually and actively control the heating and cooling of their respective seats.
W.E.T., established in 1968 and headquartered in Odelzhausen, near Munich, Germany, also specializes in thermal seat comfort. The company operates facilities in Europe, North America and Asia.
Under the terms of the agreement, Amerigon would purchase all of the shares held by such shareholders at a price of euro 40 per share (or $55 per share at a euro/$1.37 exchange rate). Concurrent with the transaction, Amerigon intends to launch a tender offer for the remaining voting shares of W.E.T. at the same price. Based on the 3,040,000 voting shares in W.E.T. presently outstanding, the transaction would value W.E.T. at euro 121.6 million (or $166.6 million).
W.E.T.’s reported worldwide revenues for the year ended Dec. 31, 2010, were approximately euro 227 million (or $311 million).
The closing of the share acquisition under the purchase agreement is contingent upon customary approvals. The euro 40 price for W.E.T. shares is a 52 percent premium over a volume-weighted average trading price of W.E.T.’s shares over the past three months of euro 26. The purchase agreement and the planned tender offer have the approval of the Supervisory Board of W.E.T. and of its Management Board.
Daniel Coker, Amerigon president and CEO, said, "W.E.T. is an outstanding company with a strong global presence. We believe that the two companies, with their respective strengths and working together, will be an even more responsive supplier to their customers and an even more effective developer of new products incorporating their respective technologies."
Caspar Baumhauer, CEO and member of the W.E.T. Management Board, added, "The Management Board and the Supervisory Board support the Amerigon tender offer as being in the best interests of W.E.T. and its shareholders. The complementarities of the two companies’ business models and their respective business strengths will enable us to become an even more competitive supplier in the very demanding global automotive industry."
The closings of the acquisitions under the purchase agreement and the tender offer are expected to take place at the beginning of the second quarter. In addition, Amerigon and W.E.T. are presently engaged in lawsuits concerning intellectual property. They have agreed to jointly apply to the court for a temporary suspension of proceedings, pending successful completion of the acquisition.