Proton Power Systems plc Acquires of SPower

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Proton Power Systems plc (AIM:PPS), a leading designer, developer and producer of Hydrogen fuel cells and Hydrogen fuel cell electric hybrid systems,  is pleased to announce that it has signed an agreement to acquire SPower Holding GmbH with its subsidiary SPower GmbH (together "SPower") for a nominal amount of €5.  Proton Power will then merge SPower with its subsidiary Proton Motor Fuel Cell GmbH ("Proton Motor").  The business division will continue to operate under the name Proton Motor Fuel Cell GmbH.  SPower's products will be sold under a product line called SPower within Proton Motor.
 
Established in 2007, SPower serves IT, Telecoms, public infrastructure and healthcare customers in Germany, Europe and Middle East with power supply solutions for DC and AC power demand.  Beside the business for power supply, SPower also offers solutions for Solar Systems as well as a new product line for Solar Energy Storage, which will be released to the market in the second quarter of 2013.  SPower is also planning to launch a new high power uninterruptible power supply product line in 2013.
 
SPower will be completely integrated into the Proton Motor division.  Sales, after sales service and logistics will be strengthened.  Cross selling synergies will be optimised with products from Proton Motor being offered to the existing SPower customers.
 
The Board of Proton Power believes that the acquisition will strengthen and enlarge Proton Motor's business division and provide it with the opportunity, in the future, to add a fuel cell based option to the SPower product line.  Sales and service of solutions will be delivered by a single enlarged sales team and this will allow the Company to target the Middle Eastern and South American markets.
 
SPower expects to report a turnover of circa €3 million for the year to 31 December 2012 and to be breaking even at the operating profit level.  Also through the integration with Proton Motor which is expected to result in cost synergies of approximately €200,000 per annum, management expects that SPower will increase turnover to around €5 million and become profitable in the year to December 2013.
 
Related party transaction
 
Dr. Faiz Nahab and Thomas Melczer, who are both directors of Proton Power, each hold approximately 41.8 per cent. of SPower share capital and will each receive a nominal total consideration of €1 for their SPower shares.  Dr. Faiz Nahab has also provided, and will continue to provide, a guarantee for a bank loan to SPower of €2.2 million.  In addition, Dr. Faiz Nahab is connected to Roundstone Properties Ltd, a substantial shareholder in the Company.  The acquisition of SPower is therefore classified as a transaction with related parties for the purposes of the AIM Rules.  In accordance, therefore, with the AIM Rules, the directors of the Company, with the exclusion of Dr. Faiz Nahab and Thomas Melczer, having consulted with the Company's nominated adviser, Westhouse Securities Limited, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.
 
Dr. Faiz Nahab, CEO of Proton Power, said:  "The acquisition of SPower allows Proton Power to enlarge its offering for stationary power solutions.  As a Company, we can importantly offer complete systems to our customers.  The new battery storage solution of SPower for solar systems will have an extremely positive impact on our business.  The process optimisation and cost savings will also have positive effects and will enhance value for our shareholders.  The Board is pleased to welcome the SPower team to Proton."