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Horizon acquires APR Energy

13th Jun 2011 07:00

RNS Number : 3032I
Horizon Acquisition Company Plc
13 June 2011
 



 

 

 

 

For immediate release

13 June, 2011

 

Horizon Acquisition Company plc ("Horizon" or the "Company")

(Ticker Symbol: 'HZN')

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.

 

This announcement is not a prospectus and not an offer for sale, or a solicitation of an offer to acquire, securities in any jurisdiction including in or into the United States, Canada, Australia, or Japan. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the prospectus intended to be published by the Company in due course in connection with the admission of the Company's ordinary shares ("Ordinary Shares") to the Official List of the Financial Services Authority and to trading on the London Stock Exchange plc's main market for listed securities. Copies of the prospectus will, following publication, be available from the Company's registered office.

 

Horizon acquires APR Energy for $855m (£527m) equity value

APR Energy is No 2 to Aggreko in the global high growth temporary power market

 

Transaction

·; $855m acquisition price satisfied by $359m Horizon cash and $495m Horizon shares

·; Remaining cash of approximately $275m left on balance sheet to accelerate APR Energy growth

·; Current Horizon shareholders to own 59% of enlarged APR Energy

·; Completion occurred today - immediate suspension of Horizon shares

·; Re-admission of Horizon (to be renamed APR Energy plc) on London Stock Exchange expected by end September 2011

 

APR Energy

 

·; Number 2 in high growth global temporary power market

o Focused on markets with persisting structural excess electricity demand over supply

o Well placed to benefit from acute emergency power shortages e.g. in Japan

·; Rapid growth with high margins. Strong cash flows.

o 2006-2010 69% compound average revenue growth

o 2010 EBITDA margin 51%. 2007-2010 return on capital employed 35%

·; Plant fleet capacity doubled over past 12 months following capital injection

o Full year 2010 EBITDA $64m

o Average capacity 2010: 286MW

o Capacity December 31, 2010: 358MW

o Capacity May 31, 2011: 714MW

o Modern, efficient fleet combining gas turbines and dual fuel diesel and gas engines

·; Strong sales pipeline and continuing track record of contract wins

o 5 contracts 2011 to date, including 203MW contract with Tepco, Japan, this April

·; Strong management team

o Outstanding track record of winning business

o Consistent delivery of generation capacity on time and to specification

 

Horizon today announces the completed acquisition of 100% of APR Energy Cayman Limited, and 100% of its service company, Falconbridge Services LLC, (together "APR"), for a combined equity consideration of $855 million, based on Horizon's closing share price yesterday, satisfied by the payment of $359 million in cash and the issue of 32.1 million new Horizon shares. The acquisition will leave approximately $275m of residual cash on Horizon's balance sheet to accelerate APR's growth.

 

No shareholder approval is required in relation to the acquisition of APR. Horizon's shares are being immediately suspended, with the intention to re-admit the ordinary shares of Horizon (to be renamed APR Energy plc) to the standard list of the London Stock Exchange. The prospectus for this listing is expected to be published and APR's shares to be admitted, to the Official List by the end of September 2011.

 

Horizon Overview

Horizon listed on the London Stock Market in February 2010 with the specific purpose of acquiring a fundamentally strong business which was constrained by its ownership or capital structure. Horizon set out two principal criteria for any acquisition - that it should represent immediate value to Horizon investors, and that it should be a business where providing new equity, and a listing on the London Stock Exchange, would substantially enhance its prospects and provide it with key advantages in its market.

 

APR Overview

Based in Jacksonville, Florida, and founded by John Campion, CEO, and Laurence Anderson, COO, through the buy-out of Alstom's power rental business in 2004, APR is the number 2 player in the rapidly growing global market for gas and diesel fired temporary power plants. APR employs over 500 people directly or indirectly in 10 countries. It deploys and operates gas, diesel and dual fuel fired temporary power plants, typically contracted on 1 to 3 year terms, usually with extension options.

 

APR is principally focused on emerging markets, which generally have structural imbalances in the demand and supply of electricity, and where demand for temporary power solutions is strong. Its business is similar to, though younger than, Aggreko's International Power Projects business. Developing countries with fast growing economies tend to be structurally short of electricity supply capacity, owing to the long lead times for building permanent power stations, failure to predict future demand rates and lack of ability to finance major capital projects. In addition, the re-examination of the future of nuclear power in many countries following the Japanese crisis is likely to increase further the world-wide requirement for temporary power solutions.

 

APR's revenue has grown from $37m in 2007 to $126m in 2010, with rapid growth continuing in 2011. EBITDA and net income have grown rapidly, as has operational cash flow.

 

Key drivers of APR's revenue and profitability are its rapid deployment of fleet capacity and high utilisation rates. In 2010, with an average fleet capacity of 286MW, APR's turnover was $126m, and its EBITDA was $64m.

 

As at 31 December 2010, APR's fleet capacity was 358MW, up 68% compared to end 2009. During 2011 to date APR has grown its fleet capacity to 714MW. The availability of Horizon's $275m of cash should enable APR's capacity to grow by a further 500-600MW.

 

Historically, utilisation rates have been between 90% and 100%. The 203MW contract win with Tokyo Electric Power Company has further reinforced APR's reputation and the demand for its services.

 

The weighted average age of APR's plant fleet is under 3 years, and it is also differentiated by a range of technologies, including dual fuel turbines, as well as diesel modules. APR is able to satisfy the needs of its customers through this diverse product offering.

 

Soros Fund Management and Albright Capital Management invested in APR in early 2011. They are rolling the majority of their investment into Horizon shares and will own approximately 14% and 13% respectively of Horizon's share capital. APR Management will own approximately 12%.

 

Mike Fairey, Chairman of Horizon, said:

"We believe APR Energy is a great investment, offering both immediate value and outstanding potential for our shareholders. We see its proven track record in a fast growing global marketplace, with historical returns on capital of over 30%, as only the start of what it can achieve. The acquisition is at an attractive price relative to its quoted peer, the injection of our cash accelerates APR Energy's ability to grow, and its stock market listing will enhance its reputation and provide further access to growth capital if required.

 

"From the outset, Horizon's purpose has been to acquire a single company. We have seen a considerable, and indeed increasing number of potential investments, with no shortage of prospects that we believe would have provided excellent returns to our shareholders. We have always said, though, that we would be selective and, for us, APR Energy stands out." 

 

John Campion, CEO and Founder of APR, said:

"Little happens in the world today without electricity, and indeed reliable electricity. In many regions across the globe, particularly in emerging markets, there is a significant and widening deficit of power that is holding back economic growth and living standards. APR's temporary power solutions provide a critical solution to these shortages. Our rapidly-deployed, flexible, cost effective solutions bring needed power to communities around the world. This transaction with Horizon accelerates our ability to address this growing market opportunity with immediate capital to fuel growth and long term access to capital markets that truly understand our business."

 

Power Sector Overview

There is a considerable, global structural imbalance between supply and demand for electricity, and this is forecast to increase by 50GW a year to around 600GW by 2015.

 

The imbalance is particularly acute in developing countries where, as standards of living increase, electricity demand grows more rapidly, with the result that many of these countries are reaching critical points with more frequent and damaging power cuts.

 

A new permanent generating plant takes many years to plan, finance and construct at a cost of hundreds of millions of dollars, often with attendant network and other infrastructure demands. Financing such plants can also present challenges, particularly for emerging economies, and this can add further time and constraint.

 

By 2015, 25% of current global electricity generation capacity will be over 40 years old, particularly in developed markets. A replacement cycle adds to demand for new capacity.

 

Against this backdrop, temporary power solutions are compelling. They can provide power within weeks, not years. The up-front capital requirement is low relative to permanent plants. They provide reliable power, whether for efficient 'peaking' capacity or for 24 hour-a-day operation, and are well suited to the rapid expansion of mining, industrial and other operations. They can be distributed across the grid, eliminating or reducing the need for additional transmission infrastructure. If and when permanent capacity can meet demand, they can be demobilised to other customers.

 

The temporary power solutions market is highly fragmented, but with only two global players - Aggreko and APR. Scale benefits are important, and barriers to entry are significant, including access to capital, convincing customers of expertise to execute contracts, purchasing scale, availability of plants and ability to relocate plants efficiently.

 

ENQUIRIES

 

For further information contact:

 

Citigate Dewe Rogerson Consultancy +44 (0) 20 7638 9571

Anthony Carlisle + 44 (0) 7973 611 888

 

Numis + 44 (0) 20 7260 1249

Alex Ham

Stuart Skinner

 

NOTES TO EDITORS

 

1. Global Electricity Market

In 2007 the U.S. Energy Information Administration stated that OECD nations consumed 54% of the world's total supply of electricity. However, their share of world capacity is set to decrease significantly to 39% by 2035. Growth in electricity consumption is much faster in non-OECD countries, some 7.4% pa between 1998 and 2008, compared with 1% pa in OECD countries and a global average of 3.4% pa over the same period. Growth in demand is forecast to continue grow significantly.

 

The gap between demand and supply of electricity is marked in a number of regions - the CAGR of demand versus supply CAGR between 1990 and 2009 was 2.8% vs 1.5% in Africa; 4.7% vs 0.9% in Africa, excluding South Africa; 6.7% vs 5.4% in the Middle East; 6.5% vs 5.4% in Southeast Asia; and 4.5% vs 3.6% in Latin America. (Source: UBS research)

 

The current capacity deficit is forecast to grow by 50GW a year to around 600GW in 2015.

 

Whilst there is a clear shift in structural demand coming from non-OECD nations it is also estimated that 25% of global capacity will be over 40 years old by 2015, with the age profile particularly marked in developed economies.

 

2. APR

In August 2001, Alstom Power Rentals was established within Alstom Power Inc. In March 2004, Alstom Power Inc spun out Alstom Power Rentals to APR LLC, a company owned and operated by John Campion and Laurence Anderson

 

APR specialises in the sale of reliable and efficient electricity through the rapid deployment of customised turnkey power solutions. APR's dual fuel diesel and natural gas modules and its mobile dual fuel turbine technologies, coupled with comprehensive operation and maintenance services and flexible commercial terms, have established APR as a leader in the utility and industrial sectors.

 

APR has experience of providing power generation solutions to customers and communities around the world, with an emphasis on Africa, South America, Central America and Asia. APR supplements these solutions with philanthropic projects at each plant location through its Community Development Program, which aims to build close relationships with its neighbours through projects and donations in health and education.

 

APR is active in Argentina, Botswana, Costa Rica, Ecuador, Haiti and Peru. During 2011, APR has announced new contracts to supply a 30MW power solution to SONABEL, Burkina Faso's national power company; a 50MW power solution to APIX, a government-backed development organization in Senegal; a 10MW contract with a local subsidiary of the second largest mining company in the world, Vale SA in Mozambique; an extension of its 40MW power solution to CELEC ~EP in Santa Elena, Ecuador; and a contract to extend the life of an existing 60MW power solution to Electro Peru in Trujillo, Peru. In April, APR secured a contract with Tokyo Electric Power Company to supply 203MW to two cities in Japan.

 

3. APR Management

John Campion (Co-Founder and CEO)

From 1991 to 1999, John served as the Chief Executive Officer of Showpower Inc., a portable generator company based in California that primarily served the entertainment industry. In December 1999, Showpower was acquired by GE Energy Rentals. After GE's acquisition of Showpower, John stayed on until towards the end of 2001 as GE Energy Rentals' Executive Vice President of Sales and Marketing. In early 2002, John was hired to serve as the President of Alstom Power Rentals. Alstom Power Rentals was a subsidiary of Alstom Power Inc., a Paris-based company focused on energy and transportation infrastructure. In March 2004, Alstom Power Rentals' ownership was transferred to APR LLC, a company owned and operated by John Campion and Laurence Anderson. John has served as the CEO of APR Energy since 2004.

 

Laurence Anderson (Co-Founder and COO)

Laurence joined Showpower Inc in 1991 as a Vice President and Director of Operations. In 1996, he was appointed the President of Showpower, a position he held until the company was acquired by GE Energy Rentals in December 1999. As part of the acquisition, Laurence became a Vice President of Fleet Operations for GE Energy Rentals. In 2002, he was hired as Vice President of Alstom Power Rentals. Alstom Power Rentals was a subsidiary of Alstom Power Inc., a Paris-based company focused on energy and transportation infrastructure. In March 2004, Alstom Power Rentals' ownership was transferred to APR LLC, a company owned and operated by John Campion and Laurence Anderson. Laurence has served as the President and COO of APR Energy since 2004.

 

Rick Greene (CFO)

After earning an MBA from the University of California Los Angeles in 1992, Rick began working in the aviation and aerospace industry at AlliedSignal Aerospace. After AlliedSignal and Honeywell merged, Rick became the Director of Finance for Honeywell Power Systems in 1999 and then, in 2002, Director of Finance for Honeywell Process Solutions. In October 2003, Rick left Honeywell and joined Tyco International Ltd where he spent three years, first as Vice President and Chief Financial Officer of Tyco Plastics and then Chief Financial Officer of Plastics and Adhesives division. In October 2006, Rick joined Deluxe Corporation as a Senior Vice President and Chief Financial Officer. Rick joined APR Energy in August 2010 as the Chief Financial Officer.

 

Lee Munro (Senior Vice President)

After receiving his MBA in 1997 from the University of North Texas, Lee joined General Electric ("GE") as a Corporate Auditor. He worked his way through the organisation, becoming CEO at GE European Operations Services. After departing from GE in June 2005, Lee founded LifeCare BV, a health and wellness company. In December 2008, he joined APR Energy as a Senior Vice President.

 

Scott Snow (Senior Vice President)

Scott graduated with a BS in Industrial Engineering from Southern College of Technology and earned an MBA from Kennesaw State University. Scott has over fifteen years of commercial sales and leadership experience. He served as Industrial Engineer Manager for Texas Steel Company. Scott went on to serve as Senior Project Finance Manager, and then promoted to Deputy Project Manager of GE Power Plants Systems in Atlanta, GA. In this role, he worked with project managers on $100M+ turnkey power plant projects. Scott furthered his career with GE Contractual Services, as the Western Hemisphere Risk Manager, providing leadership which supported $3B in annual sales in Latin America. Before joining APR Scott served as the Global Smart Grid Commercial Leader with GE Digital Energy, exceeding commercial metrics in numerous areas, based in Atlanta, GA. Scott joined APR Energy in April 2011 as a Senior Vice President.

 

DISCLAIMERS

 

Exchange rates taken at £1= US$1.623, being the closing mid-market rate as at the close of

business on Friday 11 June 2011.

 

This announcement has been issued by and is the sole responsibility of the Company. No

representation or warranty express or implied is, or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Numis Securities Limited ("Numis") or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this

announcement or any other written or oral information made available to or publicly available

to any interested party or its advisers, and any liability therefore is expressly disclaimed.

 

Numis, which is authorised and regulated by the Financial Services Authority, is acting for the Company in connection with the Acquisition and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis.

 

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities.

 

This announcement is not an offer of securities for sale or a solicitation of an offer to purchase securities. The securities of the Company referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless they are registered with the U.S. Securities and Exchange Commission or an exemption from the registration requirements of the Securities Act is available.

 

The release, publication or distribution of this announcement in certain jurisdictions may be

restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

 

Certain statements in this announcement are forward-looking statements which are based on

the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

 

No statement in this announcement is intended as a profit forecast and no statement in this announcement should be interpreted to mean that earnings per Ordinary Share for the current or future financial years would necessarily match or exceed any historical published earnings per Ordinary Share.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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