Advanced Energy Announces Possible All-Cash Offer to Acquire XP Power Limited

Advanced Energy Industries, Inc. (Nasdaq: AEIS), a global leader in highly engineered, precision power conversion, measurement, and control solutions, today announced a possible offer of £19.50 per share in cash to acquire the entire issued and to be issued shares of XP Power Limited (LSE: XPP, “XP Power”), after submitting three, all-cash, proposals to the Board of XP Power as set out below:

• On October 24, 2023, at £17.00 per share in cash, valuing XP Power's equity at £339m;

• On November 5, 2023, at £18.50 per share in cash, valuing XP Power's equity at £369m; and

• On May 7, 2024, at £19.50 per share in cash, valuing XP Power's equity at £468m (the “Latest Proposal”) and reflecting the increased number of shares following XP Power’s November 6, 2023 equity raise executed at £11.50 per share (the “Fundraising”).

Each of these proposals has been at a significant premium to the share price at the time of each respective proposal, but the Board of XP Power unanimously rejected each of these proposals.

Given the lack of engagement from the Board of XP Power, Advanced Energy believes that XP Power's shareholders should be made aware of the Latest Proposal, which represents a compelling and highly attractive opportunity particularly in light of the November 6, 2023 Fundraising and February 16, 2024 Trading Update. The possible acquisition of XP Power is consistent with Advanced Energy’s growth strategy, but the company will remain price disciplined when considering any potential acquisitions, including the potential acquisition of XP Power.

The Latest Proposal at the price of £19.50 per share in cash represents:

• a 68% premium to XP Power’s closing share price of £11.64 as of May 20, 2024 (being the last business day prior to this announcement);

• a 82% premium to XP Power’s 30-trading day volume weighted average price of £10.74 as of May 20, 2024;

• a 70% premium to £11.50 per share raised on the November 6, 2023 Fundraising;

• a 15% increase to the October 24, 2023 proposal of £17.00 per share, representing a 93% premium to XP Power’s closing share price on the trading day before the offer, and a 38% or approximately £130 million increase to XP Power’s implied equity value reflecting the increased number of shares following the Fundraising;

• a 5% increase to the November 5, 2023 proposal of £18.50 per share, representing a 80% premium to XP Power’s closing share price on the trading day before the offer, and a 27% or approximately £100 million increase to XP Power’s implied equity value reflecting the increased number of shares following the Fundraising; and

• a 76% premium to XP Power’s closing share price on the trading day before the May 7, 2024 proposal of £19.50 per share was submitted to the Board of XP Power.

The total proposed consideration of the Latest Proposal is £571 million, based on the fully-diluted share count of 24.0 million ordinary shares, reported net debt of £103.4 million at the end of March 31, 2024, and no further dividends to be declared or paid after this announcement. Advanced Energy intends to fund the acquisition with cash available on its balance sheet.