American Superconductor to Aquire Windtec

| About: American Superconductor (AMSC)
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American Superconductor Corporation (NASDAQ: AMSC), best known for its high temperature superconducting products, has signed a definitive agreement to acquire Windtec, a private company based in Klagenfurt, Austria that develops and licenses proprietary wind turbine system designs, and sells wind turbine electrical systems.

The transaction’s closing is expected in January 2007. Including Windtec, next year's revenues for AMSC's Power Electronic Systems Business Unit is expected to more than double to approximately $50 million. The acquisition is expected to be accretive to earnings beginning in its first full quarter of operations.

Company Description

Windtec designs a wide variety of wind turbine systems from the ground up, and, in certain cases, licenses these designs to third parties for an upfront fee and royalty payments for each installation of a Windtec-designed wind turbine system. They provide development, design, calculation, optimization and certification of complete wind turbines or individual components.

Windtec also provides consulting services for its licensees who want to upgrade or optimize their wind turbine systems. Licensees normally purchase the wind turbine electrical systems from Windtec, which utilize AMSC’s PowerModule systems to control power flows. Windtec’s customers and targeted markets include industrial equipment manufacturers and engineering construction companies in countries such as Canada, China, the Czech Republic, Germany and India, who are addressing an unmet need for local manufacturers of wind turbine systems.

During the past 18 months, Windtec has become the primary channel for PowerModule sales in China, and we expect that will soon expand to additional markets,” said Greg Yurek, chief executive officer and founder of American Superconductor. He adds:

The close working relationship between Windtec and AMSC has made it clear that many sales and technical synergies exist between us in power electronics, electrical systems, wind farm grid interconnection solutions, and rotating electrical machines, such as wind energy generators. This acquisition will allow us to leverage our mutual capabilities and to also optimize our sales forces, field service teams and planned manufacturing operations in the Asia-Pacific region.

Windtec is a single source for core components of wind turbine including:

American Semiconductor wind turbines

• Superior pitch system, including unique "Safety Lock Solution"
• Superior power quality due to product innovation such as SuperGear™ systems
• Highly efficient power converter system with IGBT technology
• Complete control system, supervisory control and data acquisition (SCADA) system
• Professional training and support from development to series production

In addition to the Windtec product line and services, AMSC's PowerModule™ and D-VAR® technologies are the solutions of choice for wind farms around the globe – enabling operators to regulate voltage to optimize the operation and output of individual wind turbines and wind farm owners to meet the standards for interconnection of wind farms to power grids.Yurek said

Wind power is one of the most dynamic markets in electrical energy today, and virtually all industry experts predict that it will play an increasingly important role in powering the world’s homes and businesses. According to the Global Wind Energy Council, the installed base of wind generated electricity worldwide is expected to double from approximately 59,000 megawatts in 2005 to nearly 135,000 megawatts in 2010. We believe this acquisition will strongly enhance AMSC’s revenue growth in the wind energy market and speed the time to achieving overall corporate profitability.

“Windtec is capitalizing on a vast unmet need in the market,” said Chuck Stankiewicz, Senior Vice President of AMSC Power Systems. “The company’s wind turbine designs, including its new SuperGear™ technology, differentiate it from competing technologies. Its engineering services are in high demand and its licensing arrangements are unique. These capabilities provide us with a competitive advantage, particularly in emerging countries where local content is often government-mandated.”

AMSC plans to retain Windtec’s operations in Austria and its staff of approximately 35 employees, including Mr. Hehenberger, the company’s founder, who will continue to lead Windtec’s global business development and sales efforts.

Financial Highlights

Based on existing backlogs and forecasts, AMSC expects Power Electronic Systems revenues, with the inclusion of Windtec, to more than double from approximately $22.5 million in fiscal 2007 to approximately $50 million for the fiscal year ending March 31, 2008. AMSC is not assuming any debt in the transaction, and it expects the acquisition to be accretive to earnings beginning in its first full quarter of operations as an AMSC subsidiary.

The Windtec purchase price is 1.3 million shares of AMSC common stock, valued at approximately $12.4 million based on yesterday’s closing price. The AMSC shares to be issued at the closing are subject to a lockup whereby the sole owner and founder of Windtec, Gerald Hehenberger, may sell only a certain number of shares per year through January 2010.

The all-stock transaction, which is subject to the terms and conditions of the stock purchase agreement, also includes an earn-out opportunity with the potential for another 1.4 million shares of AMSC common stock to be issued to Mr. Hehenberger based on the achievement of certain revenue growth targets for the fiscal years ending March 31, 2008 through March 31, 2011. Mr. Hehenberger, a 20-year wind industry veteran, will remain with the company as Vice President and Managing Director of Windtec. The transaction includes the acquisition of Mr. Hehenberger’s 27 patents and patents pending worldwide on wind turbine technology.

For the 12 months ending December 31, 2006, AMSC expects Windtec’s revenues to be approximately $13 million and its net income to be at least eight percent of revenues, or $1 million. This is up significantly from $2.7 million in revenues and a break-even bottom line for full year 2005. Windtec currently has more than $20 million in backlog that AMSC expects to recognize as revenues in its fiscal year ending March 31, 2008 with higher profit margins than in calendar 2006. After closing, Windtec will be a wholly owned subsidiary of American Superconductor. Its financial results will be reported as part of AMSC’s Power Electronic Systems business unit.

American Superconductor also announced today that it has received a new order from Windtec for PowerModule systems to be used to control power flow in 165 additional wind turbines in China. With this order, AMSC’s PowerModule systems will be powering 785 Chinese wind turbine systems and approximately 1,200 megawatts of China’s wind generated electricity.

AMSC is the world's principal vendor of high temperature superconductor [HTS] wire and large rotating superconductor machinery, and it is a world-leading supplier of dynamic reactive power grid stabilization products.

AMSC 1-yr chart:

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