- SCHMID is a global supplier of proprietary, industry-leading
capital equipment, software and services to high end printed
circuit board (PCB) and organic substrate manufacturers, as well as
offerings in photovoltaics (PV) and energy storage.
- A fifth-generation family owned and managed company, SCHMID has
a 160-year history of innovation and has supported the electronics
industry since the 1960s.
- The proliferation of IoT, AI and mobile devices, alongside a
continued push for miniaturization, is pushing current PCB
manufacturing processes to their limits. In addition, customers are
striving to achieve technological advances while improving their
environmental footprint and securing their supply chain by near
sourcing.
- SCHMID's new Embedded Trace (ET) product line revolutionizes
PCB and substrate manufacturing by enabling higher densities
together with other technological advances, while dramatically
lowering the use of consumables – providing greener manufacturing
at lower costs.
- SCHMID management believes that as the industry's full-service
provider of this solution, the company is well positioned to
meaningfully outpace strong industry growth.
- Transaction values SCHMID at an enterprise value of
USD 640 million based on SCHMID's
revenue growth prospects, strong margins, and positive free cash
flow characteristics.
- Schmid family to maintain majority ownership and retain
management positions post-listing; Board expected to include
Christian Schmid and Anette Schmid, Pegasus officers Sir Ralf Speth and Dr. Stefan Berger, and three independent board
members.
FREUDENSTADT, Germany and GREENWICH, Conn., May 31, 2023
/PRNewswire/ -- Gebr. SCHMID GmbH (the "Company" or "SCHMID," and
together with its consolidated subsidiaries, the "SCHMID Group" or
"Group"), a global solutions provider for the high-tech electronic,
photovoltaics, glass, and energy systems industries, and Pegasus
Digital Mobility Acquisition Corp. ("Pegasus") (NYSE: PGSS), a
special purpose acquisition company formed by StratCap, LLC today
announced a definitive business combination agreement (the
"Business Combination Agreement") that would result in the SCHMID
Group becoming a publicly listed company on the New York Stock
Exchange (NYSE), expected in the fourth quarter of 2023.
Founded in 1864 and headquartered in Germany, the SCHMID Group operates an
extensive global footprint with manufacturing and sales/service
locations in China, South Korea, Malaysia, Taiwan, and the U.S. The Group's more than 800
employees worldwide include a large, diversified team of
scientists, developers and engineers with deep domain expertise in
production solutions for high-volume manufacturing.
The Group specializes in designing customized equipment and
processes to build, connect and structure active layers in
high-tech applications. Its business model is centered on
collaborative research and development (R&D) with large
original equipment manufacturers (OEMs), customized high-tech
machines with an emphasis on green production technologies, and
comprehensive on-site services for customers. Notably, the Group's
new Embedded Trace (ET) product line revolutionizes PCB and
substrate manufacturing by enabling higher densities and other
technological advances, while dramatically lowering the use of
consumables – providing greener manufacturing at lower costs.
Christian Schmid, CEO and
Chairman of the SCHMID Group, commented, "SCHMID has long been a
pioneer in the technology industry with differentiated leadership
positions serving a diverse range of high-growth verticals. The
expertise of our team along with the depth of our patents and
customer base have empowered our growth and presented many
compelling opportunities. Becoming an NYSE-listed company will
further strengthen our position as a sought-after global solutions
provider, while accelerating our growth trajectory and innovation
for the benefit of all stakeholders."
Sir Ralf Speth, CEO and Chairman
of Pegasus, added, "We are excited to partner with the SCHMID team
to further grow the Group's platform and accelerate expansion into
new attractive markets, including the automotive sector. We look
forward to bringing to bear our deep experience in product
development, manufacturing, and operational excellence, as well as
our track record of enhancing shareholder value, to realize the
SCHMID Group's full potential."
SCHMID GROUP's Strong Financial Profile & Compelling
Growth Outlook
- High-growth, profitable, free cash flow positive business
model, capable of self-sustainable funding of organic growth
plan.
- Strong sales growth, driven by secular demand from top global
technology firms.
- Robust year-to-date revenue growth driven by relationships with
customers that include some of the largest, global blue-chip Tier 1
technology brands.
- Substantial order book supports sustainable growth momentum for
2023 and beyond.
- Premium product with stellar unit economics and increasing
scale benefits, generating industry-leading EBITDA margins.
Well-Positioned in Large and Growing Markets
The SCHMID Group maintains a differentiated position within its
end markets due to its premium product and pricing, growing scale
efficiencies, and expansion potential due to customer and sector
trends (the market estimates are based on the Company's own
analysis using third-party data from a leading international
consultancy):
- Operates within the PCB/substrate equipment market, which has a
total 2022 addressable market (TAM) of approximately $5.0 billion (according to company estimates; EUR
to USD FX rate of 1.07 as of 29 May
2023):
-
- Within this TAM, SCHMID's serviceable product markets are
focused on high-end PCB/substrate production technologies, such as
mSAP/SAP and Embedded Traces, which are forecasted to grow at
approximately 38% CAGR from 2022 to 2026 (according to company
estimates).
- Strong growth opportunities within high-end PCB/substrate
production technologies from mobile devices, increasing
connectivity/IoT (Internet of Things) requirements, and evolving
demand from the automotive industry.
- Active within the market for photovoltaic production equipment,
which has a total 2022 TAM of approximately $6.2 billion (according to company estimates; EUR
to USD FX rate of 1.07 as of 29 May
2023):
-
- Within this TAM, SCHMID's serviceable product markets are
primarily focused on providing wet processing production solutions
for mono-crystalline silicon and thin film PV, which are forecasted
to grow at approximately 6% CAGR from 2022 to 2026 (according to
company estimates).
Transaction Overview
Upon completion of the transaction contemplated by the Business
Combination Agreement, the combined company's ordinary shares will
be listed on the New York Stock Exchange. The transaction values
SCHMID at an enterprise value of USD 640
million.
The transaction has been unanimously approved by the board of
directors of Pegasus and the shareholders of SCHMID and is
expected to be completed in the fourth quarter of
2023, subject to the approval of Pegasus'
shareholders and the satisfaction or the waiver of other
closing conditions specified in the Business Combination
Agreement.
Management & Governance Details
Christian Schmid and Anette Schmid are expected to continue to hold a
majority stake of the issued and outstanding equity of the
combined company post-close, underscoring their continued
confidence in SCHMID's growth strategy and outlook.
The combined company's board of directors is expected to include
Christian Schmid and Anette Schmid as well as Sir Ralf Speth and Dr. Stefan Berger, in addition to three independent
board members.
Following the transaction, the combined company is expected to
be renamed "SCHMID Group N.V." and will remain headquartered in
Freudenstadt, Germany. SCHMID's
current management and employees are expected to continue in their
respective roles as part of the combined company.
Additional information on the proposed business combination,
including a copy of the transaction agreement will be provided in a
Current Report on Form 8-K, to be filed by Pegasus with the U.S.
Securities and Exchange Commission.
Advisors
Solomon Partners Securities, LLC is serving as financial advisor
to Pegasus Digital Mobility Acquisition Corp. on the transaction.
Marshall & Stevens Transaction Advisory Services LLC is acting
as the fairness opinion provider to the board of directors of
Pegasus Digital Mobility Acquisition Corp.
Clifford Chance is acting as
U.S., German and international legal counsel to Pegasus, and
Appleby is acting as Cayman counsel to Pegasus. Gleiss Lutz and
Fenwick & West are advising SCHMID as legal counsel.
Additional Information
Further information about the transaction can be found on
https://schmid-group.com/investor-relations/. The Company intends
to post an investor presentation and host an investor day outlining
additional information about SCHMID and its compelling growth
prospects.
About SCHMID
The SCHMID Group is a world-leading global solutions provider
for the high-tech electronic, photovoltaics, glass, and energy
systems industries, with its parent company Gebr. SCHMID GmbH is
based in Freudenstadt, Germany.
Founded in 1864, today it employs more than 800 staff members
worldwide, and has technology centres and manufacturing sites in
multiple locations including Germany and China, in addition to several sales and
service locations globally. The Group focuses on developing
customized equipment and process solutions for multiple industries
including electronics, renewables and energy storage. Further
information is available at: www.schmid-group.com.
About Pegasus
Pegasus Digital Mobility Acquisition Corp. is a special purpose
acquisition company incorporated as a Cayman Islands exempted company and formed for
the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization, or similar business
combination with one or more businesses. Pegasus was founded by
StratCap, LLC, an investment management organization focused on
digital economy investments, and is led by Sir
Ralf Speth, Chairman and CEO, Dr.
Stefan Berger, Chief Investment
Officer, and F. Jeremey Mistry,
Chief Financial Officer. Learn more at
https://www.pegasusdigitalmobility.com/.
About StratCap and the Sponsor
Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company, is
the sponsor of Pegasus and an affiliate of StratCap, LLC, a
Delaware limited liability
company. StratCap is an investment management organization focused
on digital economy investments.
Additional Information and Where to Find It
In connection with the proposed Business Combination,
(i) Pegasus TopCo B.V. is expected to file with the SEC a
registration statement on Form F-4 containing a
preliminary proxy statement of Pegasus and a preliminary
prospectus (the "Registration/Proxy Statement"), and
(ii) Pegasus will file a definitive proxy statement
relating to the proposed Business Combination (the "Definitive
Proxy Statement") and will mail the Definitive Proxy Statement
and other relevant materials to its shareholders after the
Registration/Proxy Statement is declared effective. The
Registration/Proxy Statement will contain important information
about the proposed Business Combination and the other matters to be
voted upon at a meeting of Pegasus shareholders to be
held to approve the proposed Business Combination. This press
release does not contain all the information that should be
considered concerning the proposed Business Combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the Business Combination.
Before making any voting or other investment decisions,
securityholders of Pegasus and other interested persons
are advised to read, when available, the Registration/Proxy
Statement and the amendments thereto and the Definitive Proxy
Statement and other documents filed in connection with the proposed
Business Combination, as these materials will contain important
information about Pegasus, SCHMID and the Business
Combination. When available, the Definitive Proxy Statement
and other relevant materials for the proposed Business Combination
will be mailed to shareholders of Pegasus as of a record
date to be established for voting on the proposed Business
Combination. Shareholders will also be able to obtain copies of the
Registration/Proxy Statement, the Definitive Proxy Statement and
other documents filed with the SEC, without charge, once available,
at the SEC's website at www.sec.gov, or by directing a request
to the contacts listed below.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Forward Looking Statements
This press release
contains statements that constitute "forward-looking statements"
within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact included in
this press release are forward-looking statements. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Forward-looking
statements are subject to numerous conditions, many of which are
beyond the control of Pegasus or SCHMID, including those set forth
in the "Risk Factors" section of the Pegasus registration statement
and final prospectus for the initial public offering filed with the
SEC and declared effective October 21,
2021. Copies are available on the SEC's website,
www.sec.gov. Additional information concerning certain of
these and other risk factors is contained in Pegasus's most recent
filings with the SEC and will be contained in the Form F-4,
including the Registration/Proxy Statement and Definitive Proxy
Statement expected to be filed in connection with the proposed
business combination. Readers are cautioned not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. Each of Pegasus, SCHMID and TopCo expressly
disclaims any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in their expectations with respect to
events, conditions, or circumstances on which any statement is
based, except as required by law.
Participants in the Solicitation
Pegasus, SCHMID,
StratCap and their respective directors, executive officers and
other members of their management and employees may, under SEC
rules, be deemed to be participants in the solicitations of proxies
from Pegasus's shareholders in connection with the proposed
Business Combination. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of
Pegasus's shareholders in connection with the proposed Business
Combination will be set forth in Pegasus's proxy
statement/prospectus when it is filed with the SEC. Shareholders,
potential investors and other interested person should read the
proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions.
No Offer and Non-Solicitation
This press release is
for informational purposes only and is neither an offer to
purchase, sell or exchange nor a solicitation of an offer to sell,
subscribe for or buy any securities or exchange or the solicitation
of any vote in any jurisdiction pursuant to the Business
Combination or otherwise, nor will there be any sale, issuance or
transfer or securities in any jurisdiction in contravention of
applicable law. No offer of securities will be made except by means
of a prospectus meeting the requirements of the U.S. Securities Act
of 1933, as amended. The proposed Business Combination will be
submitted to shareholders of Pegasus for their consideration.
Contact Information
SCHMID:
Investor Relations
investor-relations@schmid-group.com
Pegasus:
Investor Relations
investor-relations@pegasusdm.com
Press Contact:
Kekst CNC
North America: Daniel Yunger / Daniel
Hoadley
Europe & Asia: Knut
Engelmann / Franziska
Wissig
KekstCNC-SCHMID@kekstcnc.com
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SOURCE The SCHMID Group; Pegasus Digital Mobility Acquisition
Corp.
