Advanced Energy to Initiate Accelerated Share Repurchase Program
November 06 2015 - 4:05PM
Advanced Energy Industries, Inc. (Nasdaq:AEIS) announced today it
has entered into an Accelerated Share Repurchase (“ASR”)
program in keeping with the company's overall capital deployment
strategy, as described in its press release dated September 16,
2015.
The company has entered into an accelerated stock repurchase
arrangement with Morgan Stanley & Co. LLC pursuant to a Fixed
Dollar Accelerated Share Repurchase Transaction (“ASR Agreement”)
to purchase approximately $50 million of shares of its common
stock. The ASR Agreement will facilitate repurchases under the
previously announced $150 million stock repurchase
program.
The terms of the ASR Agreement provide for calculation of the
final number of shares to be repurchased based generally on the
average of the daily volume-weighted average prices of the
company’s common stock during the term of the transaction, less a
discount and subject to adjustments pursuant to the terms and
conditions of the ASR Agreement. At settlement, under certain
circumstances, the terms of the ASR Agreement provide for Morgan
Stanley to deliver additional shares of common stock to the
company, or under certain circumstances, the terms of the ASR
Agreement provide for the company to deliver shares of common stock
or to make a cash payment, at its election, to Morgan Stanley. The
ASR Agreement contains certain terms customary for agreements of
this type, including provisions for adjustments upon the occurrence
of certain corporate transactions or market events and the
circumstances under which the ASR Agreement may be extended or
terminated early or adjusted in other respects.
The company anticipates completion of the ASR program in the
first half of 2016.
The company may implement the remaining portion of its $150
million stock repurchase program through open market purchases
or privately negotiated transactions, including but not limited to
issuer repurchase plans, additional accelerated stock repurchase
arrangements or otherwise.
About Advanced Energy
Advanced Energy (Nasdaq:AEIS) is a global leader in innovative
power and control technologies for high-growth, precision power
solutions for thin films processes and industrial applications.
Advanced Energy is headquartered in Fort Collins, Colorado, with
dedicated support and service locations around the world. For more
information, go to www.advanced-energy.com.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
Words such as "may" and "anticipate(s)" and similar expressions are
intended to identify forward-looking statements, which generally
are not historical in nature. Forward-looking statements include,
but are not limited to, statements concerning the company’s capital
allocation strategy and share repurchase program, future events
pursuant to the ASR Agreement and any effects, results and other
matters relating thereto, including the amount of any transactions
thereunder, and other statements that do not relate strictly to
historical or current facts. Although the company’s management
believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to be correct. These statements can be
affected by inaccurate assumptions and by known and unknown risks
and uncertainties that are difficult to predict or beyond the
company’s control, including, among others, the terms of the ASR
Agreement and factors affecting the final number and price of
shares to be purchased under the ASR Agreement, including the
volume-weighted average stock price of the company’s common stock
and actions by Morgan Stanley with respect to such arrangement,
events and transactions that could result in termination of the ASR
Agreement and the decision to enter into alternative transactions
to those described in this press release; the amount of shares
purchased under the company’s share repurchase program (the
adoption of which did not, other than through the ASR Agreement,
obligate the company to acquire any specific number of shares),
which may be modified and terminated; market conditions; and other
risks and uncertainties detailed in the company’s SEC reports and
any other documents that the company files with the Securities and
Exchange Commission (SEC). Additional factors and risks are
described in Advanced Energy's Form 10-K, Forms 10-Q and other
reports and statements filed with the Securities and Exchange
Commission. These reports and statements are available on the SEC's
website at www.sec.gov. Copies may also be obtained from Advanced
Energy's website at www.advancedenergy.com or by contacting
Advanced Energy's investor relations at 970-407-6555.
Forward-looking statements are made and based on information
available to the company on the date of this press release. The
company assumes no obligation to update the information in this
press release.
CONTACTS:
Tom Liguori
Advanced Energy Industries, Inc.
970.407.6570
Tom.liguori@aei.com
Annie Leschin
Advanced Energy Industries, Inc.
970.407.6555
ir@aei.com
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