Montana Aerospace AG: MONTANA AEROSPACE AG LAUNCHES IPO ON SIX

AND SETS PRICE RANGE AT CHF 24.15 TO CHF 25.65 PER SHARE

Reinach (pta007/04.05.2021/07:00 UTC+2)

Veuillez trouver toutes les informations sur la fourchette de prix pour l'introduction en bourse en langue française dans le PDF ci-joint.

Montana Aerospace AG (the "Company") and its operating subsidiaries (the "Group" or "Montana Aerospace"), a leading, highly vertically integrated manufacturer and supplier of system components and complex assemblies for the aerospace, e-mobility and energy sectors with worldwide engineering and manufacturing operations announced the launch of its initial public offering (the "IPO") on the SIX Swiss Exchange today. The publication of the offering memorandum and the start of book-building will take place today.

Game changer in the aerospace supply chain: 

• Montana Aerospace is a highly vertically integrated aerostructures supplier with a solid best-cost-country footprint, multi-material expertise in aluminium, titanium, composite, copper and steel, and innovative product design backed by proprietary intellectual property.
• The Group has improved growth in a rapidly changing supplier environment by clearly focusing on ESG (environmental, social and governance) criteria as well as by investing EUR 475 million from 2018 to 2020, making Montana Aerospace a build-and-buy partner of choice for many OEMs and Tier 1 suppliers.

Details on the price range:

• Price range for the IPO has been set at CHF 24.15 to CHF 25.65 per share
• Capital increase with targeted gross proceeds in the amount of approximately CHF 440 million (approximately EUR 400 million) through the issuance of up to 18,219,462 new shares
• In addition to the issuance of new shares, a Greenshoe option of up to 2,732,919 existing shares will be granted by Montana Tech Components AG, the current sole (and the future majority) shareholder
• Two new international institutional investors have pre-committed to subscribe for, severally and not jointly, new shares in an aggregate amount of approximately CHF 124 million (approximately EUR 113 million) in the IPO at the final offer price in exchange for guaranteed allocations
• Total overall offering volume of approximately CHF 506 million (approximately EUR 460 million) with an expected free float after the IPO – assuming the Greenshoe option is fully exercised – of up to approximately 43.5%
• Book-building will commence today, on 4 May 2021, and is expected to be finalized on 11 May 2021
• The listing and the first day of trading of the shares on SIX Swiss Exchange is expected to take place on 12 May 2021

Offering summary

Together with its current sole shareholder, Montana Tech Components AG, and the Sole Global Coordinator Joh. Berenberg, Gossler & Co KG, Montana Aerospace AG has determined certain of the terms of the planned IPO on the SIX Swiss Exchange according to the exchange’s International Reporting Standard. The price range for the shares offered has been set at CHF 24.15 to CHF 25.65 per share. The final offer price will be determined on the basis of the book-building process, which will start today. 

The base offering comprises up to 18,219,462 new shares, which are to be issued in a capital increase with targeted gross proceeds of approximately CHF 440 million (approximately EUR 400 million) throughout the price range. The current sole shareholder, Montana Tech Components AG, will provide up to 2,732,919 existing shares for potential over-allotments (capped at 15% of the aggregate number of new shares of the base offering), totaling up to 20,952,381 offered shares. The total targeted offering volume thus amounts to approximately CHF 506 million (approximately EUR 460 million). Assuming the placement of all new shares and a fully-exercised Greenshoe option, a free float of up to 43.5% of the share capital is expected.

"Montana Aerospace kept its strategic course and continued investing when COVID-19 hit the entire aerospace industry, which we think enabled us to win market share," said Markus Nolte, CEO of Montana Aerospace. "We are committed to further growth when the industry recovers. We expect the additional funds from our IPO to help us to shift gears and go even faster."

In the context of the IPO and based on the targeted offering volume, two new international institutional investors, including (i) funds advised by Capital International Investors (approximately CHF 88 million – approximately EUR 80 million) and (ii) M&G Investments (approximately CHF 36 million – approximately EUR 33 million), have already irrevocably committed to subscribe for, severally and not jointly, an aggregate amount of approximately CHF 124 million (approximately EUR 113 million) for freely tradable new shares in the IPO at the final offer price in exchange for guaranteed allocation.

Through the primary offering, the Group intends to raise approximately CHF 440 million (approximately EUR 400 million) of gross proceeds with the aim of raising funds for its organic and inorganic growth programmes. It plans to use approximately 40% of net proceeds for organic growth activities, with approximately two-thirds of this amount earmarked for spending in 2021 and the remainder in 2022. The majority of these growth activities is backed by contracts and were started before the announcement of the potential IPO.

The organic growth programme also covers activities in recycling, casting and heavy press as well as surface treatment, and includes the expansion of capacities (e.g., the Group’s third heavy press for local-to-local demand in Europe, and the expansion of capacities for composites handling), the ramp-up of new capabilities (including titanium and finishing of drawn tube products) and efficiency improvements. The Group intends to invest most of the funds in its European and Asian sites.

As reducing the complexity of the supply chain is a key priority for OEMs, the remaining approximately 60% of net IPO proceeds are planned to be used for inorganic growth through smart mergers and acquisitions. These include strategic acquisitions to further consolidate the supply chain with the aim of unlocking attractive synergies and returns. The Group generally pursues a clear target list discussed with OEMs / Tier 1s with the intention of further strengthening collaboration and driving integration of mission-critical services and products into the Group’s existing value chain.

The IPO consists of a public offering in Switzerland and private placements outside of Switzerland, including in the U.S. to qualified institutional buyers as defined by Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Outside of the U.S., the shares of the Company are planned to be offered and sold only in offshore transactions in reliance on Regulation S under the Securities Act. The book-building process will begin today, 4 May 2021, and is expected to be finalized on 11 May 2021, at 12:00 (noon) CEST for retail and private banking investors, and at 14:00 CEST for institutional investors, respectively. The announcement of the final offer price is expected to be published on 12 May 2021 prior to the commencement of trading, which is expected to start on the same day. 

A lock-up period of twelve months has been agreed with the Company and those members of the management holding shares, and a lock-up period of 24 months for the current sole shareholder Montana Tech Components AG. 

Trading on SIX Swiss Exchange is scheduled to commence on 12 May 2021 under the Swiss Securities Number (Valor) 111 042 565 and the International Securities Identification Number (ISIN) CH1110425654. 

Joh. Berenberg, Gossler & Co KG acts as Sole Global Coordinator and Joint Bookrunner, with Commerzbank AG and Zürcher Kantonalbank as further Joint Bookrunners.

Head of M&A and Investor Relations              
Marc Vesely recte Riha                                                 
Phone: +43 664 61 26 261                                             
E-mail: ir@montana-aerospace.com                     

Press contact:
Christian Pichler
Phone: +49 89 59 94 58-137
E-mail: christian.pichler@kekstcnc.com   

About Montana Tech Components AG

Montana Tech Components AG, founded in 2006, is a globally active industrial group focusing on key technologies in future markets. The companies of the growth-oriented group hold a leading position in their field of activities. By focusing on selected key technologies, market leadership, and continuous innovation, MTC pursues a sustainable growth strategy in its divisions – VARTA AG, Aluflexpack AG and Montana Aerospace AG. The Group generated sales worth EUR 1.72 billion in 2020 and is represented at 83 locations in 34 countries worldwide. It currently employs a total of around 10,700 highly qualified staff members.

About Montana Aerospace AG

Montana Aerospace AG is a leading producer of system components and complex assemblies for the aerospace industry, with worldwide engineering and manufacturing operations. The Company has approximately 4,800 highly skilled employees at 28 locations on four continents – designing, developing and producing ground-breaking technologies for tomorrow’s aerospace, e-mobility and energy industries out of aluminium, titanium, composite, copper and steel.

Disclaimer

The information contained herein is not for release, directly or indirectly, in or into the United States of America, Canada, Australia, Japan or any other jurisdiction where to do so would be unlawful. This document (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in Canada, Australia or Japan or any other jurisdiction where such an offer or solicitation would be unlawful.  In particular, this document is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or an exemption from registration. The securities referred to herein have not been and will not be registered under the Securities Act.  No public offering of the securities will be made in the United States.

None of the underwriters or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, each of the underwriters and the other foregoing persons disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement.

This communication is not an offer to sell or a solicitation of offers to purchase or subscribe for securities. This communication is not a prospectus within the meaning of the Swiss Financial Services Act (the "FinSA") and will not be reviewed by any competent authority. Any offer of securities of the Company will be made solely by means of, and on the basis of, a prospectus that will contain, among others, detailed information about the Company and its management, the offered securities (specifically the associated rights, obligations and risks) as well as the offer itself.This communication constitutes advertising in the sense of article 68 of the FinSA. Such advertisements are communications to investors aiming to draw their attention to financial instruments. Any investment decisions with respect to any securities should not be made based on this advertisement. Any person considering the purchase of any securities of the Company must inform itself independently based solely on such prospectus (including any supplement thereto). The prospectus, which has been approved by a reviewing body recognised by the Swiss Financial Market Supervisory Authority FINMA, is available free of charge at Montana Aerospace AG, Alte Aarauerstrasse 11, 5734 Reinach (AG), Switzerland (email: ir@montana-aerospace.com). Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.

This document does not constitute an "offer of securities to the public" within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") of the securities in the United Kingdom (the "UK"). Any offers of the securities in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to produce a prospectus for offers of the securities. In the UK, this document is only addressed to qualified investors within the meaning of the UK Prospectus Regulation. In addition, this document is only being distributed to and is only directed at (i) persons who are outside of the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA Order") or (iii) persons falling within articles 49(2)(a) to (d), "high net worth companies, unincorporated associations, etc." of the FSMA Order, and (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This document does not constitute an "offer of securities to the public" within the meaning of Regulation (EU) 2017/1129 of the European Union, as amended (the "Prospectus Regulation") in any member state of the European Economic Area (the "EEA"). Any offers of the securities to persons in the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of the securities. In any member state of the EEA, this document is only addressed to qualified investors in that relevant member state within the meaning of the Prospectus Regulation.

Statements contained herein may constitute "forward-looking statements".  Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal", "aim" or "target" or the negative of these words or other variations on these words or comparable terminology. 

Forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause the Company’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.

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Emitter:	Montana Aerospace AG Alte Aarauerstrasse 11 5734 Reinach Switzerland
Contact Person:	Marc Vesely Recte Riha
Phone:	+41 62 7652500
E-Mail:	ir@montana-aerospace.com
Website:	www.montana-aerospace.com
ISIN(s):	CH1110425654 (Share)
Stock Exchange(s):	SIX Swiss Exchange