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DGAP-News: Heliocentris Energy Solutions AG: Heliocentris acquires FutureE

June 9, 2014

DGAP-News: Heliocentris Energy Solutions AG / Key word(s): Mergers & Acquisitions Heliocentris Energy Solutions AG: Heliocentris acquires FutureE 10.06.2014 / 08:30 --------------------------------------------------------------------- Heliocentris acquires FutureE * Buys 100% of shares plus shareholder loans in leading integrator of fuel cell systems for telecom and industry applications * Settles purchase price in 856,904 new shares * Places 250,002 additional new shares at Euro 6.00 per share with existing shareholders of Heliocentris and FutureE, thereby raising Euro 1.5m * Expects revenue accretion of Euro 4m in 2014 from acquisition * Creates a new market leader in Germany for fuel cell based power solutions for stationary applications up to 20kW Berlin, 10.06.2014 -- Heliocentris Energy Solutions AG, a leader in solutions and services for energy efficiency and distributed power systems, announced today that it has acquired 100% of shares plus shareholder loans in FutureE Fuel Cell Solutions GmbH. The Wendlingen, Baden-WÜrttemberg based company develops and manufactures scalable fuel cell systems for applications in telecom and industry since 2006 and has a reputation as market leader in the German speaking countries. Recent commercial successes include project awards for the modification and upgrade of professional mobile radio networks for public authorities in Brandenburg and other German states. The combination of FutureE and Heliocentris will create a new market leader in Germany for fuel cell based power solutions in stationary applications from 1kW to 20kW. The integration of Heliocentris' energy management system into the fuel cell technology of FutureE will enable high performance solutions for uninterrupted power supply, which at comparable acquisition cost will allow for significantly lower operating expenditure as conventional solutions based on diesel generators. Moreover, these solutions will be free of CO2-emissions, thus environmentally friendly. For Heliocentris, the acquisition will substantially enlarge its market position in Europe, thereby reducing the geopolitical risks in the revenue portfolio significantly. Moreover, the move represents an important step into the "on-grid" market, in which customers focus on uninterrupted power supply in situations of emergency and catastrophy rather than on the compensation for an unreliable or not at all available power grid. In addition, through FutureE Heliocentris will gain access into China and Russia, where the former has test installations already up and running with important customers. However, main rationale for acquiring Future E lies in Heliocentris' conviction that already in the near future fuel cells will become a power source of choice in its own core business, the power supply for mobile telecom base stations in off- and bad-grid-situations. Dr. Henrik Colell, CTO of Heliocentris, said: "With the combination of FutureE and Heliocentris we integrate our competencies in the fuel cell systems integration and build a powerful team that will position itself even more successfully in the emerging global market for stationary applications. FutureE's fuel cell solutions are of excellent quality as much as they are flexible, and they offer compelling opportunities for substantial cost savings. Moreover, development has already been started for a next generation of systems that will allow to include fuel cells in off-grid-situations in emerging markets." Bettina Drehmann, Mark-Uwe Osswald and Siegfried Limmer, founders and managing directors of FutureE commented: "We are very happy to team up with Heliocentris after several years of already cooperating with each other in a relationship of mutual respect and appreciation. The excellent reputation and undisputed technical competence of Heliocentris create ideal conditions for the integration of our both companies. This will be an important step to become a leader both technologically and geographically, whose product offering will cater to the most challenging customer requirements." The transaction covers 100% of the shares of FutureE as well as certain shareholder loans, which in aggregate will be contributed into Heliocentris as contribution in kind against a total of 856,904 new ordinary shares. The new shares will be subject to usual lock-up conditions. Their number may increase by a maximum of 61,207 shares depending on the price-evolution of Heliocentris stock until July 31st 2014. Furthermore, Heliocentris will issue an additional 250,002 new shares against cash, privately placed at 6.00 Euro per share with existing strategic shareholders of the company as well as one of the previous shareholders of FutureE, London based Entrepreneurs Fund. The proceeds raised from the capital increase will be used for the financing of the combined company and the strengthening of its equity position. The filing for registration of both capital increases in the German commercial register is expected for the next few days, when the report of the court-mandated auditor will be available. About Heliocentris Energy Solutions AGHeliocentris Energy Solutions AG is a technology leader in energy efficiency services and distributed power solutions for customers around the globe in the field of Information & Communication Technologies as well as Training and Research. The company's flagship product "Energy Manager" enables smart connectivity between different components in hybrid energy supply clusters, such as batteries, solar panels, conventional diesel generators or fuel cells, thereby substantially increasing efficiency and decreasing the ecological footprint of an installation at much lower operating cost. In its current roll-out-phase the company targets primarily base stations of mobile telecom operators in world regions with poor and unreliable grid-coverage such as the Middle East and South-East-Asia and has successfully installed several hundred systems in the field already. Further key markets currently in development are mission-critical mobile and stationary applications that require reliable, autonomous power-supply over longer time horizons than conventional batteries can deliver. The company has 150 employees and is headquartered in Berlin with branch offices in Munich, Dubai, Vancouver and Johannesburg. More information is available at www.heliocentris.com. About FutureE Fuel Cell Solutions GmbH FutureE Fuel Cell Solutions GmbH is the leading supplier in the German-speaking area of stationary fuel cell applications for telecom and industry. The company is headquartered in Wendlingen near Stuttgart, a region with a long tradition of innovation in fuel cell technology. FutureE specializes in the design of customer-specific energy solutions and designs and manufactures innovative systems for uninterrupted power supply at maximum efficiency. "We create intelligent solutions for the responsible use of environmental resources", says managing director Mark-Uwe Oßwald. FutureE stands as much for a future vision of the power industry as it has already achieved significant wins in present markets. Green energy by FutureE: Power. Unlimited. About Entrepreneurs FundLondon based Entrepreneurs Fund provides early stage and growth financing alongside active support to entrepreneurial teams. Current areas of technology investment include life-sciences, clean tech, materials, and (online) retail related technology. The Entrepreneurs Fund is a member of COFRA Holding, one of the world's largest family companies and, with a 170-year history, one of the longest standing. Disclaimer This press release contains forward-looking statements that are based on current assumptions and forecasts of the management of Heliocentris Energy Solutions AG. Known and unknown risks, uncertainties and other factors could lead to material differences between the forward-looking statements given here and the actual development, in particular the results, financial situation and performance of our Company. The Company assumes no liability to update these forward-looking statements or to conform them to future events or developments. The information in this press release does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or any other country. Press Contact Heliocentris Energy Solutions AG Doris Busche Corporate Communications Heliocentris Energy Solutions AG Tel.: +49 89 2000 414 440 doris.busche@heliocentris.com End of Corporate News --------------------------------------------------------------------- 10.06.2014 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- Language: English Company: Heliocentris Energy Solutions AG Rudower Chaussee 29 12489 Berlin Germany Phone: +49-(0)30 63 92 63 25 Fax: +49-(0)30 63 92 63 29 E-mail: info@heliocentris.com Internet: www.heliocentris.com ISIN: DE000A1MMHE3 WKN: A1MMHE Listed: Freiverkehr in Berlin, DÜsseldorf, Stuttgart; Frankfurt in Open Market (Entry Standard) End of News DGAP News-Service --------------------------------------------------------------------- 272827 10.06.2014


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